This License Agreement (this “Agreement”) is made effective as of ____________________ between D8TA.CENTER, of 349 Pompano Dr., Melbourne Beach, Florida 32951 and _________________, of _________________, _________________, _________________ _________________.
In the Agreement, the party who is granting the right to use the licensed property will be referred to as “D8TA.CENTER,” and the party who is receiving the right to use the licensed property will be referred to as “_________________.”
The parties agree as follows:
1. GRANT OF LICENSE. D8TA.CENTER owns Domain Name (the “Authored Work”). In accordance with this Agreement, D8TA.CENTER grants _________________ an exclusive license to use the Authored Work. D8TA.CENTER retains title and ownership of the Authored Work and derivative works.
2. PAYMENT OF ROYALTY. _________________ will pay to D8TA.CENTER a royalty which shall be calculated as follows: _________________
3. MODIFICATIONS. _________________ may not modify or change the Authored Work in any manner.
4. DEFAULTS. If _________________ fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, D8TA.CENTER shall have the option to cancel this Agreement by providing 10 days’ written notice to _________________.
5. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to D8TA.CENTER, whether or not owned or developed by D8TA.CENTER, which is not generally known other than by D8TA.CENTER, and which _________________ may obtain through any direct or indirect contact with D8TA.CENTER. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by D8TA.CENTER concerning the business, technology and information of D8TA.CENTER and any third party with which D8TA.CENTER deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
A. “Confidential Information” does not include:
– matters of public knowledge that result from disclosure by D8TA.CENTER;
– information rightfully received by _________________ from a third party without a duty of confidentiality;
– information independently developed by _________________;
– information disclosed by operation of law;
– information disclosed by _________________ with the prior written consent of D8TA.CENTER;
– any other information that both parties agree in writing is not confidential.
6. PROTECTION OF CONFIDENTIAL INFORMATION. _________________ understands and acknowledges that the Confidential Information has been developed or obtained by D8TA.CENTER by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of D8TA.CENTER which provides D8TA.CENTER with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by _________________ of any Confidential Information, _________________ agrees as follows:
A. No Disclosure. _________________ will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of D8TA.CENTER.
B. No Copying/Modifying. _________________ will not copy or modify any Confidential Information without the prior written consent of D8TA.CENTER.
C. Unauthorized Use. _________________ shall promptly advise D8TA.CENTER if _________________ becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Application to Employees. _________________ shall not disclose any Confidential Information to any employees of _________________, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of D8TA.CENTER.
7. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, _________________ grants back to D8TA.CENTER a non-exclusive royalty-free license to use the Authored Work as D8TA.CENTER sees fit, including for the creation of derivative works; provided, however, this license shall not limit _________________’s rights and public rights under this License.
8. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
9. TERMINATION. This Agreement may be terminated by either party by providing 30 days’ written notice to the other party. This Agreement shall terminate automatically on _________________.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
15. SIGNATORIES. This Agreement shall be signed on behalf of D8TA.CENTER by _________________ and on behalf of _________________ by _________________ and effective as of the date first above written.