LICENSE AGREEMENT

THIS AGREEMENT is made on the ___________day of __________________20_______, entered into by the Licensor and the Licensee (Licensor and Licensee collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution until termination.

• LICENSE GRANT

Licensor grants the Licensee exclusive, non-transferable license to use the written materials subject to the terms and conditions set out in this agreement. Specifically, the Licensor grants the Licensee the right to convert the written materials into audio format. The Licensor shall retain all other the rights to the written material.

• CONTRACT SUM

The Licensor shall pay the Licensee $________________for the conversion of the written materials into an audio format. The Licensor shall not be entitled to a refund of the contractual sum where the conversion has already been made.

• DISCLAIMERS AND RELEASES
• To the extent permitted by law, the Licensee will in no way be liable to the Licensor or any third party for any loss or damage, however, caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the written materials; and Licensor hereby releases Licensee to the fullest extent from any such liability, loss, damage or claim;
• The audio format of the written material is provided by the Licensee on an “as is” basis;
• To the extent permitted by law, no express or implied warranty, term, condition, or undertaking is given or assumed by the Licensee, including any implied warranty of merchantability or fitness for a particular purpose;
• The Licensor acknowledges that the audio format has not been prepared to meet any party’s specific requirements. It is, therefore, the responsibility of the Licensor to ensure that the audio format meets their own individual needs; and
• A Party’s failure to fulfill its obligations due to Force Majeure or an accident shall not be considered as a breach of this agreement, provided that the party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
• DISPUTE RESOLUTION

Parties agree to settle disputes under this Agreement through (select one)

☐Negotiation                              ☐Mediation                               ☐Arbitration                           ☐Litigation.

• TERMINATION
• Either party may terminate this agreement at any time upon giving the other party no less than 30 day’s notices in writing. If a party wishes to terminate the contract with less than these stated days, the other party reserves the right to charge costs they have already been paid in advance or incurred.
• The termination of this agreement shall not discharge the liabilities accumulated by either party. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

• CONFIDENTIALITY

All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.

• GENERAL PROVISIONS
• This Agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
• Except where otherwise provided, failure by the Licensee to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Licensee of any breach of, or of compliance with, any condition or provision of this Agreement by the Licensor shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
• This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
• The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This Agreement shall be governed in all respects by the laws of the state of Maryland and its Courts without regard to its conflict of law provisions.
• Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

THE LICENSOR:                              ___________________________________________

THE LICENSEE:                               ___________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.