Free Sublicensing Agreement Creator - Create Online

SUBLICENSING AGREEMENT

This Sublicensing Agreement (the "Agreement"), dated as of [Effective Date], is by and between Creative Innovations Inc. (the "Licensor"), and Alex Miller (the "Sublicensee") (collectively, the "Parties").

1. Grant of Rights

1.1. Scope of Rights

Licensor hereby grants to Sublicensee, and Sublicensee hereby accepts, a non-exclusive, non-transferable sublicensable right and license to use, reproduce, distribute, exploit and sublicense the following patented technology: augmented reality (AR) software, including the software application, source code, and associated documentation (the "Licensed Technology"), for commercial purposes in the United States, subject to the terms and conditions of this Agreement.

1.2. Sublicensing Terms

Sublicensee is authorized to sublicense the Licensed Technology to third parties (each, a "Sub-Licensee") for use, reproduction, distribution, or exploitation of the Licensed Technology, provided that the sublicenses granted to such Sub-Licensees are substantially similar to and do not provide more rights than those granted herein. Sublicensee shall be responsible for ensuring that all Sub-Licensees comply with the terms and conditions of this Agreement and any sublicense agreement executed with the Sub-Licensee.

2. Royalties and Payment

2.1. Royalty Fee

In consideration of the rights granted to Sublicensee herein, Sublicensee shall pay to Licensor a royalty fee equal to [Percentage] % of the net revenue received by Sublicensee and/or Sub-Licensees from the exploitation of the Licensed Technology (the "Royalty Fee"). The Royalty Fee shall be calculated and paid on a calendar quarterly basis, within thirty (30) days following the end of each quarter.

2.2. Royalty Reports

Together with each royalty payment, Sublicensee shall provide Licensor with a detailed written report, signed by an authorized officer of Sublicensee, indicating the royalty calculation for the applicable quarter.

3. Ownership and Use Restrictions

3.1. Ownership

Licensor retains all right, title, and interest in the Licensed Technology, except for the rights expressly granted to Sublicensee in this Agreement. No other rights, title, or interest in the Licensed Technology are transferred or granted to Sublicensee.

3.2. Use Restrictions

Sublicensee shall not, and shall ensure that its Sub-Licensee(s) does not: (a) modify, alter, or create derivative works of the Licensed Technology, except as expressly authorized in writing by Licensor; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Licensed Technology; (c) remove or alter any copyright, trademark, or other proprietary notices contained in or on the Licensed Technology; or (d) use the Licensed Technology in any manner that violates applicable law or regulation.

4. Warranties and Liability

4.1. Warranties

Licensor represents and warrants that: (a) it owns the Licensed Technology and has the right to grant the rights and licenses granted herein; and (b) the Licensed Technology does not infringe upon or violate any intellectual property rights of any third party.

4.2. Limitation of Liability

Except in the case of a party's gross negligence, willful misconduct or breach of this Agreement, in no event shall either party be liable for any indirect, punitive, special, incidental or consequential damages.

5. Term and Termination

5.1. Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [Number] years unless terminated earlier in accordance with this Section 5.

5.2. Termination for Breach

Either party may terminate this Agreement upon written notice 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 of such breach.

5.3. Effect of Termination

Upon termination of this Agreement for any reason, all rights and licenses granted to Sublicensee hereunder shall immediately terminate, and Sublicensee shall immediately cease all use, reproduction, and sublicensing of the Licensed Technology, and promptly return or destroy all copies of the Licensed Technology in its possession or control.

6. Governing Law and Dispute Resolution

6.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States.

6.2. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its validity, interpretation, performance, or breach, shall be settled by arbitration in accordance with the then-current 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.

7. Miscellaneous

7.1. Entire Agreement

This Agreement constitutes the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the Parties relating hereto.

7.2. Amendments and Waivers

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such amendment, modification, or waiver is sought to be enforced.

7.3. Assignment

Sublicensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Licensor.

7.4. Notices

All notices or other communications required or permitted hereunder shall be in writing and delivered by hand, overnight courier, or email to the parties at their respective addresses set forth below or such other address as a party may designate by notice hereto.

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

Creative Innovations Inc.

By: ___________________________

Name: _________________________

Title: _________________________

Alex Miller

By: ___________________________