APP LICENSING AGREEMENT

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Uncategorized
March 9, 2023

APP LICENSING AGREEMENT

BETWEEN

GULF ANALYTICS & DESIGN LLC DBA: GULF NETWORK

& TECHNOLOGY LLC

AND

PROTAX PLUS INC.

APP LICENSING AGREEMENT

This APP Licensing Agreement (referred to as “Agreement”) is made and entered into on
_________ between GULF ANALYTICS & DESIGN LLC DBA: GULF
NETWORK & TECHNOLOGY LLC (hereby referred to as the “Licensor”), and PROTAX
PLUS INC. (hereby referred to as “Licensee”) (collectively referred to as “parties”).
WHEREAS the Licensor has developed a customer portal for a local tax office application.
The Licensee is a company providing a low-pressure approach to personal and professional
services is desirous of procuring the customer portal application developed by the Licensor.
WHEREAS parties hereto agree to be bound by the following terms and conditions; –

  1. LICENSE
    The product hereby being licensed out to is a Software development that allows a local tax
    office to carry out its daily business efficiently through the 1040 uploaded documents.
    The Licensor licenses the customer portal (hereinafter referred to as “portal”) to the Licensee
    for business purposes.
    The Licensee can use the portal on as many computers as need be.
  2. TERM.
    This Agreement shall be for a period of _ in which the portal shall be in use
    by the Licensee.
    After the expiry of the term, the license will automatically be reviewed unless either of the
    party’s issues prior written intention not to renew.
  3. COMPENSATION.
    The following are the agreed payment terms between the parties herein; –
    a. The Licensee’s clients with online access will remit $20 per year per user.
    b. For the Licensee’s clients without online access (also known as 999 accounts), the
    Licensee shall remit $4 per year per user.
    c. For the employees of the Licensee, $8 per year per employee will be remitted to the
    Licensor.
    The billing cycle will start on the 1 st day of each month and end on the last day.
    All the charges accrued during the billing cycle shall be invoiced on the 1 st day of every
    month, and the Licensee shall have 15 days within which the invoice should be paid in full,
    failure of which, there will be a late fee of 2.5% that will be assessed and payable.
    A 90-day unpaid invoice will result in termination of the licensing.
  4. INTELLECTUAL PROPERTY.
    The parties acknowledge and agree that the portal belongs to and is owned solely by the
    Licensor.
    The Licensor hereby agrees that the Licensee has an exclusive license to use the portal.
  5. SUB-LICENSING.
    The parties herein agree that the Licensee has the right to sub-license the portal to other
    third parties once written consent has been obtained from the Licensor.
    If the consent is received, the parties shall obtain an addendum to this Agreement signed by
    both parties elaborating on the payment terms of the sub-license.
  6. INDEMNITY.
    The Licensor agrees to indemnify and hold blameless the Licensee or its employees from
    any claim of copyright infringement or intellectual property claims relating to the Licensee’s
    use of the portal.
    The Licensee agrees to indemnify and does not hold the Licensor liable for any data
    breaches or claims, injury, or damages caused by an employee, agent, or contractor of the
    Licensee.
    In case of any suspected data breach or security vulnerability, the Licensee must report the
    same immediately.
  7. TERMINATION.
    The Licensee shall reserve the right to terminate this licensing Agreement on the following
    grounds; –
    a. When the Licensee fails to meet the payment terms.
    b. When the Licensee falsely advertises the portal as its owner
  8. CONFLICT RESOLUTION.
    The Licensor and the Licensee agree to settle any dispute that arises from this Agreement
    and its performance through neutral arbitration via submissions only, and no physical
    attendance is required.
    Before a party initiates any arbitration proceedings, they should inform the other party of the
    dispute in writing so that parties may try and mutually negotiate on a solution.
  9. FORCE MAJEURE.
    Force Majeure” means an event which a diligent party could not have reasonably avoided in
    the circumstances, which is beyond the control of a party and includes,
    but is not limited to war, riots, civil disorder, earthquake, storm, flood, adverse weather
    conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation, or any other
    action by government agencies.
    A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a
    breach of the terms or content of this Agreement provided that the party has taken all
    reasonable precautions, appropriate alternative measures, and minimal delay all to carry out
    the terms of this Agreement.
  10. GOVERNING LAW.

This Agreement shall be governed by the Laws of the state of Texas.

  1. CONFIDENTIALITY.
    Any information obtained from this Agreement’s operation shall be deemed confidential
    information, and neither of the parties shall transfer any information to third parties without
    the written consent of the other party or by a Court Order.
    Under no circumstance will the Licensee have access, copy or distribute the portal’s source
    code which is the property of the Licensor, to any third parties or for the licensees’ personal
    use or development.
  2. ASSIGNMENT.
    This license agreement is deemed personal to the Licensee and cannot be assigned to other
    third parties without the prior consent of the Licensor.
  3. WAIVER.
    No waiver by either party in this Agreement of any default shall be deemed a waiver of any
    prior or any subsequent default of the same of other provisions of this Agreement.
  4. SEVERABILITY.
    Suppose a court of competent jurisdiction deems any terms within this Agreement as invalid
    or unenforceable. In that case, such invalidity does not affect the other terms of this
    Agreement but only that part that was considered invalid.
  5. MODIFICATION.
    Any modification to this Agreement shall be by consent of both parties and signed by the
    Licensor and the Licensee.
  6. ENTIRE AGREEMENT.
    This license agreement is the unconditional promise between the parties and supersedes all
    prior dealings between the Licensor and the Licensee in regard to the portal.
    By signing below, the Parties hereby enter into a binding APP licensing Agreement with one
    another.
    Signed by the duly Authorized Representative
    of the LICENSOR;

Signed by the duly Authorized
Representative of the LICENSEE;

Signature:
………………………………………….

Signature: ……………………………………

Name:
………………………………………………

Name:
……………………………………………
Designation: ……………………………………… Designation: …………………………………….
Date: ……………………………………………… Date: ……………………………………………
Telephone: ……………………………………… Telephone:

………………………………………

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