Exclusive License Agreement An agreement granting exclusive rights to use a particular asset or content, specifying exclusivity scope, duration, and limitations.
1.1. "PixelStream"
Means the data streaming platform software developed and owned by Licensor, including any derivatives, enhancements, modifications, and improvements thereto.
1.2. "Licensed Rights"
Means the rights granted by Licensor to Licensee pursuant to Section 2.1 of this Agreement.
2.1. Exclusive License,
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, an exclusive, non-transferable, royalty-free, and irrevocable license to use the PixelStream within the Territory (as defined below) during the Term (as defined below) ("Licensed Rights").
2.2. Scope of Exclusivity,
The exclusivity granted under Section 2.1 means that Licensor shall not grant to any third party the right to use the PixelStream within the Territory for any purpose during the Term of this Agreement.
2.3. Limitations on Use,
Licensee shall not sublicense, sell, lease, transfer, pledge, or share the Licensed Rights or any part thereof, or any rights or obligations under this Agreement, to any third party without the prior written consent of Licensor.
3.1. Definition,
For purposes of this Agreement, the "Territory" means the United States of America.
4.1. Term,
This Agreement shall begin on the Effective Date and shall continue in full force and effect for a period of [Duration] years (the "Term"), unless earlier terminated in accordance with the provisions of Section 6 below.
5.1. Licensee Use,
Licensee may use the PixelStream solely for its internal operations, including, without limitation, data streaming, data processing, and data analysis, in accordance with the applicable user documentation provided by Licensor and applicable laws and regulations.
5.2. Customer Support,
Licensee shall be solely responsible for providing all customer support services to its clients related to the use of the PixelStream within the Territory.
6.1. Termination for Cause,
Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party.
6.2. Effect of Termination,
Upon any termination of this Agreement, Licensee shall promptly cease all use of the PixelStream and promptly return or destroy all copies of the PixelStream and any related materials in its possession or control.
7.1. Ownership,
Licensor hereby represents and warrants to Licensee that Licensor has full right, title, and interest in and to the PixelStream and has the right to grant the licenses granted herein.
7.2. No Infringement,
Licensor further represents and warrants that to the best of its knowledge, the use of PixelStream as permitted under this Agreement will not infringe the Intellectual Property Rights of any third party.
8.1. Governing Law,
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of [state], without regard to principles of conflicts of law.
If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed reformed or deleted, as the case may be, to the extent necessary to render the remaining provisions enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, inducements, or conditions, express or implied, oral or written.
In this Exclusive License Agreement, you will see the following sections:
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