Free Licensing and Distribution of Educational Software Agreement Creator - Create Online

LICENSING AND DISTRIBUTION OF EDUCATIONAL SOFTWARE AGREEMENT

This Licensing and Distribution of Educational Software Agreement (the "Agreement") is made and entered into as of [Date], by and between EduTech Innovations LLC, a [State] limited liability company ("Licensor"), and Global EduConnect Solutions, a [Country] company ("Distributor").

1. License Grant

1.1. Grant of Rights

Licensor hereby grants to Distributor, and Distributor accepts, a non-exclusive, non-transferable, limited license to market, distribute, and sublicense the LearnMaster Pro software, as described above (the "Software"), throughout the Territory (as defined below), during the Term (as defined below), subject to the terms and conditions set forth in this Agreement.

2. Territory

The term "Territory" shall mean [description of geographic area(s)].

3. Term

3.1. Initial Term

This Agreement shall commence on the date first above written and continue in full force and effect for a period of [number of years] years (the "Initial Term"), unless earlier terminated in accordance with the terms hereof.

3.2. Renewal

Following the expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year periods (each, a "Renewal Term") unless either party provides written notice to the other party of its intention not to renew the Agreement at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term.

4. Royalties and Payment Terms

4.1. Royalties

Distributor shall pay to Licensor a royalty equal to [percentage]% of the actual gross revenues received by Distributor from the sublicense, sale, or distribution of the Software in the Territory (the "Royalties").

4.2. Payment Terms

Royalties shall be payable on a quarterly basis, within forty-five (45) days after the end of each calendar quarter. Each payment shall be accompanied by a statement detailing the gross revenues received by Distributor during the applicable quarter and the calculation of the Royalties payable to Licensor. All payments shall be made in United States Dollars.

5. Distribution Channels and Marketing

5.1. Distribution Channels

Distributor shall have the right to distribute and sublicense the Software through any distribution channels in the Territory, including, without limitation, physical and digital distribution, retail outlets, and online platforms, subject to any restrictions set forth in this Agreement.

5.2. Marketing and Promotion

Distributor shall use its best efforts to market, promote, and sublicense the Software in the Territory and shall bear all costs and expenses associated with such activities, including, without limitation, advertising and promotional expenses.

6. Restrictions on Use

6.1. Prohibited Uses

Distributor shall not, and shall not permit any sublicensee to, use the Software for any purpose other than as expressly authorized in this Agreement, or modify, alter, or create derivative works based upon the Software without the prior written consent of Licensor.

7. Intellectual Property

7.1. Ownership of Intellectual Property

Licensor shall retain all right, title, and interest in and to the Software and all related intellectual property rights. Nothing in this Agreement shall be construed as transferring any ownership rights in the Software or any related intellectual property to Distributor.

7.2. Protection of Intellectual Property Rights

Distributor shall comply with all applicable laws and regulations regarding the protection of intellectual property rights and shall use all commercially reasonable efforts to prevent and prohibit the unauthorized use, copying, or distribution of the Software.

8. Representations and Warranties

8.1. Licensor's Representations and Warranties

Licensor represents and warrants to Distributor that (a) it has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses granted herein, and (b) the Software does not and will not infringe upon, misappropriate, or otherwise violate any intellectual property right or other right of any third party.

8.2. Distributor's Representations and Warranties

Distributor represents and warrants to Licensor that (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and (b) it shall comply with all applicable laws and regulations relating to the marketing, distribution, and sublicensing of the Software in the Territory.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles.

10. Termination

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

11. Miscellaneous

11.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings of the parties relating thereto.

11.2. Amendments

This Agreement may only be amended in writing and signed by both parties.

11.3. Notices

All notices, requests, and other communications hereunder shall be in writing and shall be deemed given when delivered personally, by email, or by registered or certified mail, postage prepaid, to the parties at their respective addresses set forth below or at such other address as either party may hereafter designate by notice to the other party:

If to Licensor:

EduTech Innovations LLC

[Address]

[Email]

If to Distributor:

Global EduConnect Solutions

[Address]

[Email]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EduTech Innovations LLC
____________________________________
By: [Name], [Title]

Global EduConnect Solutions
____________________________________
By: [Name], [Title]