Content License Agreement
License Agreement
This License Agreement (this "Agreement") is made effective as of January 01, 2022 between Vicredge, LLC on behalf of Inspirburst, of Washington, USA and "Licensee".
In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Vicredge, LLC on behalf of Inspirburst," and the party who is receiving the right to use the licensedproperty will be referred to as ""Licensee".
The parties agree as follows:
1. GRANT OF LICENSE. Vicredge, LLC on behalf of Inspirburst owns Content ("Licensed Property") (the"Authored Work"). In accordance with this Agreement, Vicredge, LLC on behalf of Inspirburst grants"Licensee" an exclusive license to use the Authored Work. Vicredge, LLC on behalf of Inspirburst retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.
2. PAYMENT OF LICENSE. "Licensee" will pay to Vicredge, LLC on behalf of Inspirburst a pre-determined fee for use. Fee would be paid in full prior to use.
3. MODIFICATIONS. "Licensee" may not modify or change the Authored Work in any manner.
4. DEFAULTS. If "Licensee" fails to abide by the obligations of this Agreement, including the obligation to make a payment when due, Vicredge, LLC on behalf of Inspirburst shall have the option to cancel this Agreement by providing 30 days' written notice to "Licensee".
5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Vicredge, LLC on behalf of Inspirburst, whether or not owned or developed by Vicredge, LLC on behalf of Inspirburst, which is not generally known other than by Vicredge, LLC on behalf of Inspirburst, and which "Licensee" may obtain through any direct or indirect contact with Vicredge,LLC on behalf of Inspirburst. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Vicredge, LLC on behalf of Inspirburst
concerning the business, technology and information of Vicredge, LLC on behalf of Inspirburst and any third party with which Vicredge, LLC on behalf of Inspirburst 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 Vicredge, LLC on behalf of Inspirburst;
- information rightfully received by "Licensee" from a third party without a duty of confidentiality;
- information independently developed by "Licensee";
- information disclosed by operation of law;
- information disclosed by "Licensee" with the prior written consent of Vicredge, LLC on behalf of Inspirburst;
- any other information that both parties agree in writing is not confidential.
6. PROTECTION OF CONFIDENTIAL INFORMATION. "Licensee" understands and acknowledges that the Confidential Information has been developed or obtained by Vicredge, LLC on behalf of Inspirburst by the investment of significant time, effort and expense, and that the Confidential Information is a valuable,
special and unique asset of Vicredge, LLC on behalf of Inspirburst which provides Vicredge, LLC on behalf of Inspirburst with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by "Licensee" of any Confidential Information, "Licensee" agrees as follows:
A. No Disclosure. "Licensee" 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 Vicredge, LLC on behalf of Inspirburst.
B. No Copying/Modifying. "Licensee" will not copy or modify any Confidential Information without the prior written consent of Vicredge, LLC on behalf of Inspirburst.
C. Unauthorized Use. "Licensee" shall promptly advise Vicredge, LLC on behalf of Inspirburst if "Licensee" becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Application to Employees. "Licensee" shall not disclose any Confidential Information to any employees of "Licensee", 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 Vicredge, LLC on behalf of Inspirburst.
7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and "Licensee" accepts the product "AS IS." In no event will Vicredge, LLC on behalf of Inspirburst be liable for direct, indirect, special, incidental, or
consequential damages, that are in any way related to the Authored Work.
9. 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.
10. TERMINATION. This Agreement may be terminated by Vicredge, LLC on behalf of Inspirburst by providing 30 days' written notice to the other party.
11. 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.
12. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
13. 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.
14. 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. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington.
16. SIGNATORIES. This Agreement shall be signed on behalf of Vicredge, LLC on behalf of Inspirburst by Vicredge LLC and on behalf of "Licensee" by Licensee and effective as of the date first above written.
Licensor:
Vicredge, LLC on behalf of Inspirburst
Licensee:
"Licensee"