Free Licensing and Distribution Agreement Creator - Create Online

LICENSING AND DISTRIBUTION AGREEMENT

This Licensing and Distribution Agreement (the "Agreement") is entered into as of the date of the last signature below (the "Effective Date") by and between Advanced Home Security, Inc. ("Licensor") and GlobalTech Electronics, LLC ("Licensee"). Collectively, the parties to this Agreement may be referred to as "Parties" or individually as a "Party."

1. GRANT OF LICENSE

1.1 Grant of Rights

Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, non-sublicensable, revocable license to use, market, promote, distribute, sell, and sublicense, if applicable, the SecureGuard Pro Advanced Home Security System (the "Licensed Product") within the territory defined in Section 2 below, subject to the terms and conditions set forth in this Agreement.

2. TERRITORY AND TERM

2.1 Territory

The territory for this Agreement shall be the United States, its territories, and possessions (the "Territory").

2.2 Term

This Agreement shall commence on the Effective Date and continue for a period of five (5) years, unless terminated earlier in accordance with the provisions of Section 9 herein (the "Term").

3. LICENSING FEE AND PAYMENT TERMS

3.1 Licensing Fee

Licensee shall pay Licensor a licensing fee of ten percent (10%) of the net sales of the Licensed Product within the Territory (the “Licensing Fee”).

3.2 Payment Terms

The Licensing Fee shall be payable quarterly within thirty (30) days after the end of each calendar quarter. Licensee shall submit with each payment, a written report detailing the calculation of the Licensing Fee based on the net sales of the Licensed Product. All payments shall be made in U.S. Dollars. Any undisputed overdue payment shall bear interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower, calculated from the due date until the date of payment.

4. MARKETING RESPONSIBILITIES

4.1 Marketing Efforts

Licensee shall exert commercially reasonable efforts in the marketing, promotion, distribution, and sales of the Licensed Product within the Territory. Licensee shall be responsible for all marketing, promotion, and advertising costs, unless otherwise agreed upon by the Parties in writing.

4.2 Branding and Intellectual Property

Licensee shall only use Licensor's trademarks, trade names, logos, and other intellectual property (the “Licensor IP”) in connection with the marketing, promotion, distribution, and sales of the Licensed Product in accordance with the brand guidelines provided by Licensor and as subject to Licensor's approval. The Licensor grants Licensee a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right to use the Licensor IP during the Term.

5. WARRANTIES AND REPRESENTATIONS

5.1 Licensor Warranties

Licensor warrants and represents that it has the authority to grant the rights under this Agreement, and that the Licensed Product does not infringe upon any third-party intellectual property rights.

5.2 Licensee Warranties

Licensee warrants and represents that it shall comply with all laws and regulations related to the marketing, promotion, distribution, and sales of the Licensed Product within the Territory and shall not engage in any conduct that would bring disrepute to Licensor or the Licensed Product.

6. INDEMNIFICATION

Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all claims, actions, losses, damages, costs, and liabilities, including reasonable attorneys' fees, resulting from a breach of its respective warranties, representations, or obligations under this Agreement.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY.

8. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information received from the other Party during the negotiation, execution, and performance of this Agreement, and, except as required by law or for performance under this Agreement, shall not use or disclose such information without the prior written consent of the providing Party.

9. TERMINATION

9.1 Material Breach

Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

9.2 Insolvency

Either Party may terminate this Agreement immediately upon providing written notice to the other Party if the other Party becomes insolvent, bankrupt, ceases or threatens to cease conducting business, or assigns its assets or business for the benefit of its creditors.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [INSERT STATE], without regard to conflicts of law principles. Any dispute arising out of or in connection with this Agreement shall be resolved by binding arbitration in [INSERT CITY AND STATE], in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11. MISCELLANEOUS

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating thereto. Any modifications to this Agreement must be in writing and signed by both Parties. No waiver of any term, condition, or default of any provision of this Agreement shall be construed as a waiver of any subsequent breach of the same or any other provision. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the undersigned Parties have duly executed this Agreement as of the Effective Date.

Advanced Home Security, Inc. GlobalTech Electronics, LLC
____________________________ ____________________________
By: (Authorized Signature) By: (Authorized Signature)
Name: ________________________ Name: ________________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________