SURPLUS DAO LICENSE AGREEMENT
This License Agreement (the “Agreement”) is entered into and effective on the date last
signed below, by and between SURPLUS DAO, a [insert the state in which your
company is registered] limited liability company, having its principal place of business in
[insert the state and town where the company/business is located] (“Licensor”) and
[insert the name of the licensee who is seeking the license], a corporation having its
principal place of business in [insert the address of the Licensee] (“Licensee”).
The reasons for this Agreement are as follows:
A. Licensor is engaged in the business of providing revolutionary based financial
products in the United States and other countries of the world.
B. Licensee desires to use Licensor’s Intellectual Property, marketing systems,
copies of its websites, and also its software systems among others as hereinafter
set forth.
NOW, THEREFORE, in consideration of the rights and obligations of the parties in this
Agreement, and intending to be legally bound hereby, the parties agree as follows:
1. Definitions
“Revolutionary Based Financial Products” means [kindly describe this].”
“Confidential Information” means, with respect to the Proprietary Process, the Licensed
Products, and any modifications, enhancements or improvements of the Proprietary
Process or the Licensed Revolutionary Based Financial Products, any and all trade
secrets, inventions, and confidential information and know-how, whether in
documentary form, stored on computer storage media or other media or available orally,
which is owned or controlled by Licensor or which Licensor has a right to control, during
the term of this Agreement including, but not limited to designs, specifications, technical
data, drawings, prints, development journals and notes of designers and planners,
business methods, business information, engineering instructions, marketing, feasibility,
safety or other information concerning marketing and sales, studies and reports and
other information, whether provided by Licensor or Licensee or their employees or third
party contractors or consultants, other than any of the above which are in the public
domain on or after the Effective Date.
“Effective Date” means the date when this Agreement is last signed below by one of the
parties.
“Intellectual Property” means the Confidential Information and the Proprietary Process
owned or controlled by Licensor during the term of this Agreement.
“Licensed Products” means all Revolutionary Based Financial Products which are
created, designed, or sold, in whole or in part, through the use of Intellectual Property
by Surplus DAO.
“Proprietary Process” means the process owned and developed by Licensor to create
and improve the performance of Revolutionary Based Financial Products.
“Territory” means [Specify San Antonio and Austin Metropolitan] Areas.
2. Grant
1.1 Exclusive License. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Licensee an exclusive license under Intellectual
Property to use Surplus DAO’s Intellectual Property, marketing systems,
websites, and software systems in Property to market and sell Licensed
Products in the Territory. Notwithstanding the foregoing grant of an exclusive
license to Licensee, Licensor reserves the right to engage in the said
business in the Territory if Licensee is not reasonably able to meet Client
demand in the Territory. Prior to exercising its rights to conduct business in
the Territory, Licensor shall first notify Licensee, in writing, that Licensor has
reason to believe that Licensee is not adequately meeting Client demand in
the Territory. Licensor shall include in its notice all information upon which
Licensor is basing its belief about Licensee’s failure to adequately meet Client
demand. Thereafter, Licensee shall have 30 days to address the concerns
raised by Licensor. If Licensee is unable to adequately address the concerns
of Licensor, in the reasonable judgment of Licensor, then Licensor shall
thereafter be free to conduct business in the Territory.
1.2 Nonexclusive License. Licensor hereby grants to Licensee a nonexclusive
license under Intellectual Property to conduct business in all countries of the
world.
1.3 Quality Control. It is the intent of the parties that the quality and the
performance of Licensed Business shall always be in accordance with
standards, specifications and instructions reviewed and approved by Licensor
in writing. Licensor shall have the right to inspect the premises of Licensee’s
business at reasonable times.
1.4 No Sublicense. Licensee shall not have the right to sublicense any of the
rights granted pursuant to this Agreement.
1.5 Reservation of Rights. Licensor expressly reserves all rights other than those
being conveyed or granted in this Agreement. During the term of this
Agreement, Licensee shall not engage in businesses which are substantially
equivalent to Licensed Business except as provided in this Agreement.
2. Fees.
2.1 Monthly Software Licensing Fees. The Licensee shall pay to the Licensor a
mandatory monthly Software Licensing Fee which is [insert amount]. The said
Monthly Software Licensing Fees in addition to the fees in either 2.2 or 2.3
below.
2.2 Fee in San Antonio. As consideration for the License, Licensee shall pay
Licensor, a fee in an amount equal to $10,000.00 for the said License if the
Licensee is based in and is operating in San Antonio. This amount will be
paid directly to the contractor’s account, [insert details including account
number of the contractor’s bank]
2.3 Fee in Austin Texas. As consideration for the License, Licensee shall pay
Licensor, a fee in an amount equal to $25,000, with a one-time reduction of
$20,000 for the said License if the Licensee is based and is operating in
Austin Texas. This amount will be paid directly to the contractor’s account,
[insert details including account number of the contractor’s bank]
3. Commission.
Except as set forth in this Agreement, during the term of this Agreement the
Licensor will pay to Licensee in accordance with the following commission plan:
1. 25% Commission rate and 2% residual
2. 30% Commission rate and 3% residual, once $1,000,000 in volume is
achieved in a 12-month period.
From the sale of each product sold in the Territory that were generated by the
Licensee in accordance with this Agreement.
4. Promotion And Sale Of Licensed Products.
Licensee agrees that following the Effective Date and throughout the term of this
Agreement it will use its best efforts to promote the sale of Licensed Products by
actions which include, but are not limited to, advertising Licensed Products to
potential Clients, Advertising Licensed Products at trade shows attended by
potential Clients, and periodically having sales representatives call on potential
Clients to sell Licensed Products with the same frequency as is Licensee’s
practice with respect to Licensee’s other products.
5. Licensee’s Obligation to Purchase Revolutionary Based Financial
Products.
During the term of this Agreement, Licensee shall purchase and obtain the
Revolutionary Based Financial Products from Licensor.
6. Confidentiality, Non-Competition and Non-Solicitation.
6.1 Confidential Disclosure. Licensee shall hold in confidence all Confidential
Information disclosed to it by Licensor and shall not disclose such
Confidential Information to any third party or use such Confidential
Information for any purpose, whatsoever, other than for the purposes set forth
in this Agreement, without the prior written consent of the Licensor. In
addition, Licensee shall confine the disclosure of Confidential Information to
those individuals within the Licensee’s company who have a need to know
such Confidential Information for the purpose of business transactions
contemplated by this Agreement. Licensee will use its best efforts to ensure
that individuals receiving such Confidential Information do not disclose such
Confidential Information to any third party.
6.2 Confidential Period. The foregoing obligations of confidentiality with respect to
Confidential Information shall apply for a period terminating three (3) years
from the date of the expiration or termination of this Agreement.
6.3 Exceptions. Confidentiality obligations shall not apply to any Confidential
Information which was previously known by Licensee prior to its receipt from
the other and was not previously obtained directly or indirectly from the other;
which is or becomes in the public domain or available to the general public
other than through a breach of this Agreement or any other agreement
between the parties; or which was obtained from a third party who is in lawful
possession of it and did not obtain it from a party to this Agreement or a
parent, subsidiary or a party in privity with a party to this Agreement.
6.4 Covenant Not to Compete. For a period of 48 months after termination of this
Agreement, Licensee will not in any manner, or in any location, directly or
indirectly, own, manage, work for, advise, assist, operate, join, control,
participate in or be connected as a partner, creditor, investor, advisor,
consultant or otherwise, any business or business entity which competes with
Licensor’s business.
6.5 Non-Solicitation of Customers and Employees. For a period of 36 months
after termination of this Agreement, Licensee shall not make any contact with
existing Clients or employees of Licensor for the purpose of competing with
Licensor or for any purpose.
6.6 Remedies. In connection with the provisions of this Article 5, Licensee agrees
that the limitations (including without limitation any time or territorial
limitations) are reasonable and properly required for the adequate protection
of the business of Licensor, and shall survive the termination of this
Agreement. If a court of competent jurisdiction should declare any of the
covenants contained in this Agreement as unenforceable because of any
unreasonable restriction of duration and/or territorial area, the parties agree
that such court shall have the express authority to reform such unenforceable
covenant to provide for reasonable restrictions and/or grant such other relief
at law or in equity reasonably necessary to protect the interests of Licensor.
Licensee acknowledges that the remedies at law for any breach of the
obligations of Licensee set forth in this Article 4 are and will be insufficient
and inadequate to make Licensor whole, and that Licensor shall be entitled to
equitable relief, including injunctive relief, in addition to any available legal
remedies. Licensor shall be entitled to recover from Licensee its reasonable
attorneys’ fees in connection with its enforcement of the provisions of this
Agreement. Nothing contained in this paragraph 4.6 shall be construed as
prohibiting Licensor from pursuing any other remedies available to it for
breach or threatened breach of this Agreement, including the recovery of
damages.
7. Representations and Warranties, Limitation Of Liability, Indemnity And
Insurance
7.1 Representations and Warranties of Licensor. Licensor warrants and
represents that: (i) it has full right, power and authority to enter into this
Agreement and that it will faithfully perform its obligations under this
Agreement; (ii) it has all necessary intellectual property rights to the
Proprietary Process to grant the license rights granted to Licensee hereunder;
(iii) use of the Proprietary Process does not violate the intellectual property
rights of any third party; (iv) no infringement or other claim has been brought
against Licensor with respect to the Proprietary Process and the Licensed
Products, and the Licensor is not aware of any facts that may give rise to any
such claim in the future; (iv) Licensor has not brought a claim for infringement
of its intellectual property rights in the Proprietary Process and no facts are
currently known to Licensor regarding any such claim that may be brought;
and (v) all of the pricing terms set forth in this Agreement are comparable or
better to than equivalent pricing terms being offered by Licensor to any
present licensee of Licensor or customer of Licensor.
7.2 Representations and Warranties of Licensee. Licensee warrants and
represents that it has the full right, power and authority to enter into this
Agreement, and that Licensee will faithfully perform its obligations under this
Agreement.
7.3 Licensor’s Indemnity. Licensor shall defend, indemnify and hold Licensee
harmless from any and all claims, liability, damages, costs and expenses
(including reasonable attorney’s fees) and including, without limitation, from
personal injury (including death) or property damage arising from: (i) any
breach by Licensor of its representations and warranties set forth in
paragraph 6.1; (ii) any breach by Licensor of any other of Licensor’s
obligations under this Agreement; (iii) an claim by a third party for
infringement or misappropriation of such third party’s intellectual property
rights as a result of the licensing or use of the Proprietary Process; and/or
(iv) the design, manufacture, processing, or use of any of the Licensed
Products, except that there shall be no duty of indemnification for claims,
liability, damages, costs or expenses arising or growing out of Licensee’s
gross negligence or material deviation from Licensor’s written quality control
standards relating to the manufacture, processing, or use of the Licensed
Products. Licensee shall promptly notify Licensor of any notice of a claim or
suit covered by this indemnity and cooperates with Licensor in the defense of
any such claim or suit. Licensee shall have the right to have an attorney of its
own choosing, at Licensee’s expense, participate with Licensor in the defense
of any such claim or suit; provided, however, that if Licensee’s defenses to
such claim are different from or adverse to Licensor’s defenses, than the
costs of such separate counsel shall be paid by Licensor. Notwithstanding the
foregoing, if Licensee becomes subject to a claim by a third party for
infringement or misappropriation of such third party’s intellectual property
rights then in addition to Licensor’s indemnification obligations Licensor may,
at its sole option and expense: (i) procure for Licensee the right to continue
licensing the Proprietary Process in exactly the same manner and on the
same terms as set forth in this Agreement; or (ii) terminate this Agreement
and (a) promptly pay Licensee the cost for the production line, and (b) take
back any inventory purchased by Licensee and credit Licensee’s account the
cost of such inventory (to the extent Licensee owes Licensor for any such
inventory) or refund Licensee the cost of such inventory.
7.4 Licensee’s Indemnity. Licensee shall defend, indemnify and hold Licensor
harmless from any and all claims, liability, damages, costs and expenses
(including reasonable attorney’s fees) arising from personal injury (including
death) or property damage arising or growing out of Licensee’s gross
negligence, or arising or growing out of Licensee’s material deviation from
Licensor’s written quality control standards, relating to the manufacture,
processing, or use of the Licensed Products. Licensor shall promptly notify
Licensee of any notice of any claim or suit covered by this indemnity and shall
cooperate with Licensee in the defense of any such claim or suit. Licensor
shall have the right to have an attorney of its own choosing, at Licensor’s
expense, participate with Licensee in the defense of any such claim or suit;
provided, however, that if Licensor’s defenses to such claim are different from
or adverse to Licensee’s defenses, than the costs of such separate counsel
shall be paid by Licensee.
8. Patents And Trademarks
8.1 Patent Protection. Licensor may, but is not obligated to, seek in its own name
and at its own expense, appropriate patent or trademark protection for the
Intellectual Property licensed to Licensee. Licensor makes no warranty with
respect to the validity of any patent or trademark which may be granted.
8.2 Infringement. Licensee shall promptly notify Licensor of any known
infringement of any Intellectual Property by a third party. Licensee, with the
cooperation of Licensor, shall have the right, but not the obligation, at its
expense, to take any action to end such infringement and prosecute for
damages. Licensor shall have the right, at its option, to join Licensee in the
prosecution of any action to enjoin such infringement or any claim for
damages, in which case the parties shall share equally in the expenses and in
the recovery resulting from such action or claim. If Licensee for any reason
fails to commence or prosecute any such action against an infringer, Licensor
shall have the right to bring such action on its own behalf, with which
Licensee shall cooperate, and Licensor shall be entitled to retain any recovery
resulting therefrom.
9. Term and Termination
9.1 Term. This Agreement shall extend for a term of five years, ending on the fifth
anniversary of the Effective Date. This Agreement shall automatically renew
for successive periods of one year each unless either party gives written
notice to the other party of termination, which notice must be given at least
60 days prior to the end of the then current term.
9.2 Termination. This Agreement may be terminated by either party upon written
notice sent to the other on the occurrence of any one of the following events:
(a) In the event the other party breaches any term of this Agreement requiring
payment of money, and such breach is not remedied within ten (10) days
after written notice is sent concerning the breach;(b) In the event the other
party breaches any term of this Agreement, other than for the payment of
money, and such breach is not remedied within a period of thirty (30) days
after written notice is sent concerning this breach; or (c) In the event the other
party shall be liquidated, dissolved, insolvent, or entered as a party to
bankruptcy or insolvency proceedings.
9.3 No Waiver and Payment of Fees. Either party’s exercise of any right of
termination does not constitute a waiver of other rights or remedies available
to that party under this Agreement. If a party incurs attorney fees, costs or
expenses in connection with a dispute, breach, default or misrepresentation
hereunder and is the prevailing party in a legal action or proceeding to
enforce the terms of this Agreement, that party shall be entitled to recover
those attorney fees, costs and expenses, from the other party.
9.4 Effects of Termination. Immediately upon the expiration of the term of this
Agreement or its earlier termination, as the case may be: (a) All fees and
other obligations under this Agreement, accrued to the date of expiration or
termination shall immediately become due and payable. The expiration or
termination of this Agreement shall not relieve either party of any obligation to
the other arising prior to such termination. (b) All obligations and licenses
created hereunder shall terminate, upon the expiration or termination of this
Agreement, except for the rights and obligations of the parties set forth in
Article 2, Article 5, and Article 7. (c) Upon termination, Licensee shall
immediately stop the use and sale of Licensed Products and shall
immediately deliver to Licensor all copies of all Confidential Information in its
possession or control, shall remove all Confidential Information from the
memory of its computers and shall cease selling Licensed Products.
However, those Licensed Products which are ready for sale and on which a
royalty is paid in full within thirty (30) days after expiration or termination may
be sold by Licensee within three (3) months of expiration or termination.
Notwithstanding the foregoing provision, if Licensee is obligated to provide
Licensed Products to a customer pursuant to a written contract which extends
past the expiration of the term of this Agreement, this Agreement shall
continue in effect for up to one year after the date of the expiration of the term
hereof, but only for the limited purpose, and only to the extent necessary, to
allow Licensee to meet the requirements of such written contract with
Licensee’s customer.
10. Relationship Of The Parties. The parties to this Agreement are independent
contractors. Nothing in this Agreement shall be construed to create a principal-
agent, joint venture or partnership relationship between them. In performing their
obligations under this Agreement and accepting the benefits of this Agreement,
Licensee and Licensor act on their own account and have no authority or power
to act for, bind, or commit the other. Each party shall comply with all applicable
laws concerning actions required to fulfill its obligations under this Agreement
and shall pay and bear any tax imposed upon it by any taxing authority
exercising jurisdiction over it.
11. Notices.
Notice by either party under this Agreement shall be in writing and personally delivered
or given by email, addressed to the other party at its email address given herein (or at
such other email 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 in writing.
12. Applicable Law, Modification, Dispute Resolution
12.1 This Contract is governed by the terms and Conditions of SURPLUS DAO.
A Licensee waives all rights to bring any future legal proceedings against
Licensor in any court of any jurisdiction and acknowledges that the terms of
SURPLUS DAO govern all issues pertaining to this Agreement.
12.2 Modification. Licensor may unilaterally modify any provision of this
Contract without your consent in order to comply with applicable laws or
regulations or future enactments or laws or regulations that Licensor
perceives necessary to be in compliance with future legislation. You will be
provided advance written notice of any such compliance changes.
12.3 Dispute Resolution. In the event that a dispute arises between the parties,
the Licensee waives any and all rights to file a legal proceeding in Court
against Licensor. Both parties shall refer the dispute to arbitration in the event
that a dispute cannot be solved amicably. The Licensee, by entering into this
contract waives the right to decide the jurisdiction in which binding arbitration
shall occur. Licensor shall choose the jurisdiction it believes to be appropriate
for binding arbitration. Binding arbitration will consist of a panel of three
arbitrators. The Licensee shall appoint one Arbitrator of his or her choosing to
represent his or her interest. Licensor shall appoint an arbitrator of its
choosing to represent its interests. The appointed arbitrators shall then
mutually agree on a third, neutral arbitrator. The rules of the arbitration at the
chosen jurisdiction, shall govern the rules, policies, and laws of said
arbitration.
13. Counterparts and Email Signatures
This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart
of this Agreement by email shall be effective as delivery of a manually executed
counterpart of this Agreement.
IN WITNESS WHEREOF, each of the parties has executed and delivered this
Agreement, intending to be legally bound hereby, this [insert date].
EXECUTED on behalf of LICENSEE:
Signature
………………………………………….
[INSERT NAME]
EXECUTED by LICENSOR:
Signature
………………………………………….
[INSERT NAME]
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