Licensing Contract Agreement
I. Introduction
This Licensing Contract Agreement (“Agreement”) is made and entered into on this 12th day of June, 2050, by and between:
[Your Company Name], a corporation registered under the laws of the State of Nebraska, with its principal office located at [Your Company Address], represented by [Your Name], Chief Operating Officer (“Licensor”).
ApTerra, a corporation registered under the laws of the State of Nebraska, with its principal office located at Virginia Omaha, NE 68101, represented by Jeremy Marvin, Chief Executive Officer (“Licensee”).
The parties hereby agree to the following terms and conditions:
II. Definitions
For purposes of this Agreement, the following terms shall have the following meanings:
Licensed Software: The software developed and owned by Licensor, including all updates, improvements, and modifications, as detailed below:
Software Name: TerraData Analytics Suite
Version: 3.0
Purpose: A comprehensive data analytics platform designed for business intelligence, data visualization, and reporting.
License: The rights granted to Licensee to use the Licensed Software under the terms specified in this Agreement.
III. Grant of License
1. License Grant
Licensor grants to Licensee a non-exclusive, non-transferable, and limited license to use the Licensed Software, subject to the terms and conditions of this Agreement, within the following scope:
Permitted Use: The Licensee may use the Licensed Software for internal operations such as data analysis, reporting, and decision-making.
Geographic Scope: The License is granted for use within the United States.
2. Restrictions
The Licensee shall not:
Copy, distribute, or sublicense the Licensed Software to any third party.
Only alter or inspect the software with written approval.
Use the Licensed Software for any unlawful or unauthorized purposes.
IV. Payment Terms
1. License Fee
In consideration for the rights granted under this Agreement, Licensee agrees to pay Licensor the following:
License Fee: $25,000, payable upon signing this Agreement.
Annual Maintenance Fee: $5,000 annually for software updates, bug fixes, and technical support, due on the 12th day of June each year.
2. Payment Schedule
Initial Payment: The $25,000 License Fee is due upon execution of this Agreement.
Annual Payment: The $5,000 Annual Maintenance Fee is due every year on the 12th day of June, starting from the execution date.
All payments shall be made to [Your Company Name] via wire transfer or other mutually agreed-upon payment methods.
V. Term and Termination
1. Term
This Agreement shall commence on the 12th day of June, 2050 and shall continue in full force and effect for a period of 3 years, unless earlier terminated in accordance with the terms hereunder.
2. Termination for Convenience
Either party may terminate this Agreement by providing 90 days written notice to the other party. In the event of termination for convenience, Licensee will be entitled to continue using the Licensed Software until the end of the notice period.
3. Termination for Cause
If either party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice, the non-breaching party may terminate this Agreement with immediate effect. Termination for cause shall entitle the Licensor to claim damages from Licensee.
VI. Ownership and Intellectual Property
1. Ownership of Software
Licensor retains all rights, title, and interest in and to the Licensed Software, including all intellectual property rights associated with it. The Licensee does not acquire any ownership rights in the Licensed Software through this Agreement.
2. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary information exchanged during the course of this Agreement. Confidential information includes, but is not limited to, software code, algorithms, business strategies, and customer data. This obligation shall survive the termination of the Agreement.
VII. Warranty and Support
1. Warranty
Licensor warrants that the Licensed Software will function in accordance with the specifications provided in the documentation for a period of 90 days from the date of delivery. During this period, Licensor will provide fixes for any defects or errors in the Licensed Software.
2. Technical Support
Licensor agrees to provide technical support to Licensee during the term of this Agreement, including:
Assistance with installation, configuration, and setup.
Troubleshooting issues.
Updates to the software to address any critical bugs or vulnerabilities.
Support will be available during normal business hours, Monday to Friday, 9:00 AM to 5:00 PM, via email at [Your Company Email].
VIII. Limitation of Liability
Neither party shall be liable for indirect, incidental, special, or consequential damages arising out of the use of the Licensed Software, even if the possibility of such damages has been disclosed. In no event will either party's liability exceed the total amount paid by Licensee to Licensor for the License Fee during the twelve (12) months prior to the event giving rise to the liability.
IX. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, and expenses arising from the Licensee’s use of the Licensed Software, including any claims of infringement of intellectual property rights.
X. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of law principles. Any disputes arising under this Agreement will be resolved in the courts located in Omaha, NE.
XI. Miscellaneous Provisions
1. Entire Agreement
This Agreement represents the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements and communications, whether oral or written.
2. Amendments
Any modifications or amendments to this Agreement must be made in writing and signed by authorized representatives of both parties.
3. Severability
If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement will remain in effect.
XII. Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 12th day of June, 2050.
[Your Company Name]
[Your Name], Chief Operating Officer
Date: 12th June, 2050
ApTerra
Jeremy Marvin, Chief Executive Officer
Date: 12th June, 2050
For inquiries or additional information, please contact [Your Name] at [Your Email] or reach out to [Your Company Name] at [Your Company Email].
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