This Development and License Agreement (the "Agreement") is made and entered into as of
this [insert date] by and between [insert name of your company] a Company registered in
Denmark, with offices at [insert address] ("Licensee"), and [insert name of the Licensor], a
Company Registered in Denmark, with offices at [insert address] ("Licensor").
WHEREAS, Licensee is a software company, who have developed an online subscription-based
gaming platform, where users can play 3D versions of board games.
WHEREAS, Licensor owns or controls the digital rights for the game(s) listed in Schedule 1
(“Game”) and wishes to grant Licensee the right to create, market, and use a digital version of
the Game within the Platform.
WHEREAS, the parties desire that Licensor and Licensee wish to engage on the terms and
conditions set forth herein;
In consideration of the mutual promises contained herein, Licensor and Licensee agree as
1. Grant of Rights.
1.1 Licensor hereby grants Licensee a global, non-exclusive, unlimited, transferable,
cross-platform right during the Term to (i) create the Digital Game based on and
incorporating the Game; and (ii) use, modify, distribute, market, advertise, promote,
sell, and exploit the Digital Game on the Platform, which license will include without
limitations the right to distribute the Digital Game via the Platform.
1.2 Licensor hereby grants Licensee a global, non-exclusive, unlimited, transferable right
to use Licensor’s name and logo, the name and logo of the Game, and any
associated trademarks (collectively, the “Marks”) during the Term for the purpose of
advertising, marketing, and promoting the Digital Game and the Platform in all
media now known or hereafter devised.

1.3 Licensor hereby grants Licensee a global, exclusive, unlimited, transferable right to
brand and host tournaments for the Digital Game as Official Tournaments.

2. Term.
2.1 From the date set forth above Licensee has a period of two (2) years to develop and
make available on the Platform the Digital Game covered in Schedule 1. If the Digital
Game has not been made available on the Platform within this period, the rights for
the Digital Game expires and the Term for the Digital Game is terminated.
2.2 From the date when the Digital Game is made available on the Platform, the rights
will remain effective for (5) years. If in the final year before termination, the Digital
Game has generated a revenue for the Licensor of 5.000€ (euro) or more, the rights
are automatically extended for another five (5) years.
2.3 At any time during the Term, Licensor and Licensee can by mutual agreement extend
or shorten the Term.

3. Development.
3.1 Licensee will develop and release the Digital Game on the Platform.
3.2 Licensee will adhere to the cost for the development and release of the Digital
3.3 Licensor shall provide all relevant Digital Assets associated with the Game.

4. Revenue Share.
Licensor will receive a share of the revenue generated by the Digital Game on the
Platform. Revenue for the Digital Game is generated by (i) Direct Sales of the Digital
Game – giving the user access to the game while the Platform is operational; and (ii)
Short-Term Access Sales for the Digital Game – giving the user access to the game for a
specific period; and (iii) having subscribers actively playing the Digital Game. The
Licensor’s share is determined as follows:
4.1 The Licensor Share Percentage is forty percent (40%).

4.2 The Revenue Period will be monthly, starting the first day of the month and ending
the last day of the month.
4.3 The Subscriber Game Activity Percentage is the amount of time that the subscriber
has been playing the Digital Game on the Platform as compared to the total time the
subscriber spent playing games on the Platform during the Revenue Period.
4.4 The Subscriber Game Revenue is the part of the subscriber’s subscription amount
attributed to the Revenue Period multiplied by the Subscriber Game Activity
4.5 The Gross Game Subscription Revenue for the Digital Game is the sum of the
Subscriber Game Revenue across all subscribers for the Revenue Period.
4.6 The Gross Game Revenue for the Digital Game is the sum of all Direct Sales, all Short-
Term Access Sales and the Gross Game Subscription Revenue for the Revenue
4.7 The Total Platform Fees and Credits is the sum of all third-party platform fees,
transaction fees and payment fees across all games on the Platform plus any credits
provided across all subscribers to subscribers for the Revenue Period.
4.8 The Game Fees and Credits is found by dividing the Gross Game Revenue by the
Gross Revenue across all games on the Platform multiplied with the Total Platform
Fees and Credits.
4.9 The Game Revenue is the Gross Game Revenue less the Game Fees and Credits for
the Revenue Period.
4.10 The Term Game Revenue is the sum of Game Revenue across all ended Revenue
Periods in the Term.
4.11 The Licensor Game Revenue Share for the Digital Game is the Game Revenue
multiplied by the Licensor Share Percentage.
4.12 The Licensor Share for the Revenue Period is the sum of Licensor Game Revenue
Share for all the Licensor’s games on the Platform.
4.13 Licensee will receive 100% of the Game Revenue for the Digital Game until the
Term Game Revenue reaches or exceeds 2000€.

4.14 The Payment Period is quarterly, with the first quarter of the year beginning Jan.
1 st and the fourth quarter of the year ending Dec. 31 st .
4.15 The Net Licensor Share for the Payment Period is the sum of Licensor Share for
all periods within the ended quarter. The Net Licensor Share for the Payment Period
ended will be payable within 30 days.
4.16 If the Net Licensor Share to be paid is less than 1000€ the amount will be added
to the Net Licensor Share for the next Payment Period until the Net Licensor Share
exceeds 1000€.
5. Confidential Information.
5.1 Confidential Information. The term "Confidential Information" shall mean any
information disclosed by one party to the other (i) prior to the date of this
Agreement but with respect to the subject matter hereof, or (ii) pursuant to this
Agreement, in each case which is in written, graphic, machine readable or other
tangible form and is marked "Confidential," "Proprietary" or in some other manner
to indicate its confidential nature. Confidential Information may also include oral
information disclosed by one party to the other pursuant to this Agreement,
provided that such information is designated as confidential at the time of disclosure
and reduced to a written summary by the disclosing party, within thirty (30) days
after its oral disclosure, which is marked in a manner to indicate its confidential
nature and delivered to the receiving party. All Source Code, however, shall be
considered Confidential Information whether or not it is so marked.
5.2 Confidentiality. Each party shall treat as confidential (as set forth herein) all
Confidential Information of the other party, and shall not use such Confidential
Information except as contemplated herein or otherwise authorized in writing. Each
party shall implement reasonable procedures to prohibit the unauthorized
disclosure or misuse of the other party’s Confidential Information and shall not
intentionally disclose such Confidential Information to any third party except for the
purposes of this Agreement, and subject to confidentiality obligations similar to
those set forth herein. Each of the parties shall use at least the same procedures and

degree of care that it uses to prevent the disclosure of its own confidential
information of like importance to prevent the disclosure of Confidential Information
disclosed to it by the other party under this Agreement, but in no event less than
reasonable care.
5.3 Exceptions. Notwithstanding the above, neither party shall have liability to the other
with regard to any Confidential Information of the other which: (i) was publicly
available at the time it was disclosed or becomes publicly available through no fault
of the receiver; (ii) was known to the receiver, without similar confidentiality
restriction, at the time of disclosure; (iii) is disclosed with the prior written approval
of the discloser; (iv) was independently developed by the receiver without any use
of the Confidential Information; or (v) becomes known to the receiver, without
similar confidentiality restriction, from a source other than the discloser without
breach of this Agreement by the receiver. In addition, each party shall be entitled to
disclose the other’s Confidential Information to the extent required by any order or
requirement of a court, administrative agency, or other governmental body,
provided that the receiver shall provide prompt, advance notice thereof to enable
the discloser to seek a protective order or otherwise prevent such disclosure.
5.4 Residuals. Notwithstanding anything else in this Agreement, however, each party’s
employees and consultants shall be entitled to use, without restriction (subject to
the above nondisclosure obligations) or payment and for any purpose, the other
party’s Confidential Information retained in such employees’ or consultants’ memory
as a result of exposure to such Confidential Information pursuant to this Agreement,
subject only to the other party’s patents, copyrights, and mask work rights. Nothing
in this Agreement will restrict each party’s rights to assign or reassign its employees,
including without limitation those who have had access to the other party’s
Confidential Information, to any project in its discretion.

6. Termination.

6.1 Term. The term of this Agreement shall commence on the date first set forth above
and shall continue thereafter unless and until terminated as provided in this section
or elsewhere in this Agreement.
6.2 Default. If either party defaults in the performance of its material obligations
hereunder and if any such default is not corrected within sixty (60) days after it shall
have been called to the attention of the defaulting party, in writing, by the other
party, then the other party, at its option, may, in addition to any other remedies it
may have, thereupon terminate this Agreement by giving written notice of
termination to the other party.

7. Limitation of Liability.

8. General Provisions.
This Agreement shall be governed by and interpreted in accordance with the laws of
Denmark, without reference to conflict of laws principles.
8.1 All disputes arising out of this Agreement shall be subject to the exclusive
jurisdiction of Denmark, and the parties agree and submit to the personal and
exclusive jurisdiction and venue of courts in Denmark.
8.2 The Parties shall perform its obligations hereunder independently and each party
shall be solely responsible for its own financial obligations. Nothing contained herein
shall be construed to imply a partnership, joint venture, or principal and agent
relationship between the parties, and neither party shall have any right, power or
authority to create any obligation, express or implied, on behalf of the other in
connection with the performance hereunder.
8.3 This Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors and assigns, but neither party may assign this

Agreement, by operation of law or otherwise, without the prior written consent of
the other.
8.4 Notice by either party under this Agreement shall be in writing and personally
delivered or given by registered mail, overnight courier, or telecopy confirmed by
registered mail, addressed to the other party at its address given herein (or at such
other address as may be communicated to the other party in writing) and shall be
deemed to have been served when delivered or, if delivery is not accomplished by
reason of some fault of the addressee, when tendered.
8.5 No alteration, amendment, waiver, cancellation or any other change in any term or
condition of this Agreement shall be valid or binding on either party unless the same
shall have been mutually assented to in writing by both parties.
8.6 The failure of either party to enforce at any time any of the provisions of this
Agreement, or the failure to require at any time performance by the other party of
any of the provisions of this Agreement, shall in no way be construed to be a present
or future waiver of such provisions, nor in any way affect the right of either party to
enforce each and every such provision thereafter. The express waiver by either party
of any provision, condition or requirement of this Agreement shall not constitute a
waiver of any future obligation to comply with such provision, condition or
8.7 (a) If the performance of this Agreement or any obligations hereunder is prevented,
restricted or interfered with by reason of fire or other casualty or accident, strikes or
labor disputes, war or other violence, any law, order, proclamation, regulations,
ordinance, demand or requirement of any government agency, or any other act or
condition beyond the reasonable control of the parties hereto ("Event of Force
Majeure"), the party so affected upon giving prompt notice to the other party shall
be excused from such performance to the extent of such prevention, restriction or
interference; provided that the party so affected shall use its reasonable best efforts
to avoid or remove such causes of nonperformance and shall continue performance
hereunder with the utmost dispatch whenever such causes are removed. (b) The

party suffering an Event of Force Majeure shall notify the other party within fifteen
(15) days of the occurrence of such Events and within thirty (30) days shall furnish
the other party with a recovery plan of action. Without limiting the foregoing, a
party suffering an Event of Force Majeure shall use its reasonable best efforts to
limit the impact of the Event of Force Majeure on such party’s performance of this
8.8 If any provision in this Agreement shall be found or be held to be invalid or
unenforceable in any jurisdiction in which this Agreement is being performed, then
the meaning of said provision shall be construed, to the extent feasible, so as to
render the provision enforceable, and if no feasible interpretation would save such
provision, it shall be severed from the remainder of this Agreement which shall
remain in full force and effect. In such event, the parties shall negotiate, in good
faith, a substitute, valid and enforceable provision which most nearly effects the
parties’ intent in entering into this Agreement.
8.9 In the event of any conflict or inconsistencies between the provisions of this
Agreement and the provisions of any exhibits attached hereto or the provisions of
any documents incorporated by reference, the provisions of this Agreement shall
8.10 Each party may disclose the existence and general nature of this Agreement, but
agrees that the specific terms and conditions of this Agreement shall be held in
confidence and may not be disclosed without the consent of the other party, except:
(i)as required by any court or other governmental body; (ii) as otherwise required by
law; (iii) to legal counsel of the parties; (iv) in confidence, to accountants, banks, and
financing sources and their advisors; (v) in confidence, in connection with the
enforcement of this Agreement or rights under this Agreement; or (vi) in confidence,
in connection with an actual or prospective merger, acquisition or similar
9. Entire Agreement.
The terms and conditions herein contained constitute the entire agreement between

the parties and supersede all previous agreements and understandings, whether oral or
written, between the parties hereto with respect to the subject matter hereof







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