TECHNOLOGY LICENSE AGREEMENT

THIS AGREEMENT is entered into this [date], by and between [name of Licensor(Patent Technology Inventor) ], a [country] citizen, whose address is [address] (the “Licensor(Patent Technology Inventor) ”), and [name of Licensee(Intellectual Property Co.)], a [type of organization], with offices at [address] (the “Licensee(Intellectual Property Co.)”).

W I T N E S S E T H:

WHEREAS, Licensor(Patent Technology Inventor)  is engaged in the business of designing and developing computer-related software and hardware systems and related products for use on Internet web sites and has, over the years, acquired and developed substantial and valuable technical knowledge, know-how, and experience in the design and development of such systems and products described in detail in Exhibit “A” attached hereto (the Technology); and

WHEREAS, Licensee(Intellectual Property Co.) maintains an Internet web site (the “Web Site”) and desires to utilize the Technology in conjunction with its Web Site; and

WHEREAS, Licensor(Patent Technology Inventor)  and Licensee(Intellectual Property Co.) believe it is in their mutual interest and desire to enter into an agreement whereby Licensee(Intellectual Property Co.) would use Licensor(Patent Technology Inventor) ’s Technology in conjunction with the Web Site pursuant to the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the Parties hereto agree as follows:

1. LICENSE GRANT
A. Licensor(Patent Technology Inventor)  hereby grants to Licensee(Intellectual Property Co.), for the term of this Agreement, a nonexclusive, non-assignable, right and license to use its Technology in conjunction with the operation of the Web Site.

B. Licensee(Intellectual Property Co.) may grant sublicenses to third Parties under the Agreement with the approval of Licensor(Patent Technology Inventor) , which approval shall not be unreasonably withheld.

2. TERM
This Agreement shall be effective as of the date of execution by both Parties and shall extend for the period set forth in Schedule A (the “Term”).

3. COMPENSATION
A. In consideration for the licenses granted hereunder, Licensee(Intellectual Property Co.) agrees to pay to Licensor(Patent Technology Inventor)  a “Click Charge” of [number] per visit to the Web Site that incorporates the Technology.

B. Should Licensee(Intellectual Property Co.) grant any sublicenses, Licensee(Intellectual Property Co.) shall pay Licensor(Patent Technology Inventor)  [number] Percent (#) of the total income or compensation received by such subLicensee(Intellectual Property Co.)s.

C. The Click Charge owed Licensor(Patent Technology Inventor)  shall be calculated on a quarterly calendar basis (the “Click Charge Period”) and shall be payable no later than [number] days after the termination of the preceding full semiannual period, i.e., commencing on the first (1st) day of January, April, July and October except that the first and last calendar periods may be “short,” depending on the effective date of this Agreement.

D. For each Click Charge Period, Licensee(Intellectual Property Co.) shall provide Licensor(Patent Technology Inventor)  with a written statement in a form acceptable to Licensor(Patent Technology Inventor) . Such statement shall be certified as accurate by a duly authorized officer of Licensee(Intellectual Property Co.) reciting the actual number of visits to the Web Site during the applicable Click Charge Period. Such statements shall be furnished to Licensor(Patent Technology Inventor)  regardless of whether any visits to the Site were made during the applicable Period.

E. Licensee(Intellectual Property Co.) agrees to pay to Licensor(Patent Technology Inventor)  an Advance in the amount recited in Schedule A, which may be credited against Licensee(Intellectual Property Co.)’s actual Click Charge obligation to Licensor(Patent Technology Inventor) .

F. During each calendar year during the Term of this Agreement, Licensee(Intellectual Property Co.) agrees to pay Licensor(Patent Technology Inventor)  a Guaranteed Minimum Payment as recited in Schedule A that may be credited against Licensee(Intellectual Property Co.)’s Click Charge obligation to Licensor(Patent Technology Inventor) . The Guaranteed Minimum Payment shall be calculated at the end of each calendar year. In the event that Licensee(Intellectual Property Co.)’s actual Click Charges paid Licensor(Patent Technology Inventor)  for any calendar year are less than the Guaranteed Minimum Payment for such year, Licensee(Intellectual Property Co.) shall, in addition to paying Licensor(Patent Technology Inventor)  its actual earned Click Charge for such Click Charge Period, pay Licensor(Patent Technology Inventor)  the difference between the total earned Click Charge for the year and the Guaranteed Minimum Payment for such year.

G. Upon expiration or termination of this Agreement, all Click Charge obligations, including the Guaranteed Minimum Payment, shall be accelerated and shall immediately become due and payable.

H. Licensee(Intellectual Property Co.)’s obligations for the payment of the Click Charges shall survive expiration or termination of this Agreement and will continue for as long as Licensee(Intellectual Property Co.) continues to use the Technology.

I. All payments due Licensor(Patent Technology Inventor)  shall be made in U.S. currency by check drawn on a U.S. bank, unless otherwise specified by Licensor(Patent Technology Inventor) .

J. Late payments shall incur interest at the rate of [number] Percent (#.%) per month from the date such payments were originally due.

4. RECORD INSPECTION AND AUDIT
A. Licensor(Patent Technology Inventor)  shall have the right, upon reasonable notice, to inspect Licensee(Intellectual Property Co.)’s books and records and all other documents and material in Licensee(Intellectual Property Co.)’s possession or control with respect to the subject matter of this Agreement. Licensor(Patent Technology Inventor)  shall have free and full access thereto for such purposes and may make copies thereof.

B. In the event that such inspection reveals an underpayment by Licensee(Intellectual Property Co.) of the actual Click Charge owed Licensor(Patent Technology Inventor) , Licensee(Intellectual Property Co.) shall pay the difference, plus interest calculated at the rate of [number] Percent ([#].%) per month. If such underpayment be in excess of [number] U.S. Dollars ($[#]) for any Click Charge Period, Licensee(Intellectual Property Co.) shall also reimburse Licensor(Patent Technology Inventor)  for the cost of such inspection.

C. All books and records relative to Licensee(Intellectual Property Co.)’s obligations hereunder shall be maintained and made accessible to Licensor(Patent Technology Inventor)  for inspection at a location in the United States for at least [number] years after termination of this Agreement.

5. LICENSOR(PATENT TECHNOLOGY INVENTOR) ’S OBLIGATIONS/CONFIDENTIALITY
A. Beginning upon the effective date of this Agreement as provided in Schedule A, Licensor(Patent Technology Inventor)  shall meet with and provide Licensee(Intellectual Property Co.) with such Technology relating to the installation and operation of hardware, software, machinery, equipment, materials, object codes, specifications, designs, manufacturing and processing procedures, methods, layout, and the like that Licensor(Patent Technology Inventor)  believes Licensee(Intellectual Property Co.) may require in order to use the Technology in connection with its Web Site.

B. Licensee(Intellectual Property Co.) recognizes that such Technology is the proprietary and confidential property of Licensor(Patent Technology Inventor) . Accordingly, Licensee(Intellectual Property Co.) shall not, without the prior express written consent of Licensor(Patent Technology Inventor) , during the term of this Agreement and for [number] years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any such Technology provided by Licensor(Patent Technology Inventor)  concerning Products, provided that such information was not previously known to Licensee(Intellectual Property Co.) or to the general public. Licensee(Intellectual Property Co.) further agrees to take all reasonable precautions to preserve the confidentiality of Licensor(Patent Technology Inventor) ’s Technology and shall assume responsibility that its employees, subLicensee(Intellectual Property Co.)s, and assignees will similarly preserve this information against third Parties. The provisions of this clause shall survive termination of this Agreement.

C. Licensor(Patent Technology Inventor)  shall also provide Licensee(Intellectual Property Co.), at its place of operation of the Web Site, such technical and other qualified experts for using the Technology and for assisting Licensee(Intellectual Property Co.) on any problems or matters that require on-the-spot assistance, and for such periods and in such number as identified in Schedule A annexed hereto. In such event, Licensee(Intellectual Property Co.) shall pay all travel and out-of-pocket expenses incurred by any such Licensor(Patent Technology Inventor)  personnel, it being understood that the salaries of the experts shall be the responsibility of Licensor(Patent Technology Inventor) .

D. At the request of Licensee(Intellectual Property Co.), Licensor(Patent Technology Inventor)  shall train at least [number] employees of Licensee(Intellectual Property Co.) at Licensor(Patent Technology Inventor) ’s facility. Expenses and salaries of Licensee(Intellectual Property Co.) personnel sent to Licensor(Patent Technology Inventor)  by Licensee(Intellectual Property Co.) for training shall be borne by Licensee(Intellectual Property Co.).

E. Licensor(Patent Technology Inventor)  represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict with such grant.

F. Licensor(Patent Technology Inventor)  further represents and warrants that it has no actual knowledge that the use of the Technology by Licensee(Intellectual Property Co.) would infringe any valid rights of any third party.

6. IMPROVEMENTS
During the Term of this Agreement, each party shall advise the other party of any technical improvements and inventions relating to the Technology and its use on the Web Site. All such improvements and inventions shall become the property of Licensor(Patent Technology Inventor) , and Licensee(Intellectual Property Co.) agrees to execute any and all documents requested by Licensor(Patent Technology Inventor)  in order to perfect Licensor(Patent Technology Inventor) ’s right in same. If such improvement and invention is later incorporated in an improved or modified product by Licensee(Intellectual Property Co.), such improved product shall be subject to the payment of a Click Charge.

7. TECHNICAL INFORMATION
Licensor(Patent Technology Inventor)  represents that the technical information and assistance relating to the Technology conveyed under this Agreement shall be provided with reasonable care and will, where applicable, be of the same types as currently practiced by Licensor(Patent Technology Inventor) .

8. LICENSEE(INTELLECTUAL PROPERTY CO.)’S OBLIGATIONS
A. Licensee(Intellectual Property Co.) represents that it has the financial resources and business operations that will enable it to use the Technology during the Term of this Agreement, and that it shall, during the Term of this Agreement and any renewal thereof, use its best efforts to incorporate such Technology on the Web Site.

B. Licensee(Intellectual Property Co.) shall fully comply with the marking provisions of the intellectual property laws of the applicable countries.

9. PERMITS
A. In the event that the Technology is to be used in foreign countries by Licensee(Intellectual Property Co.) or its subLicensee(Intellectual Property Co.)s, this Agreement is subject to the obtaining of all necessary permits required by the laws of that particular country. Licensee(Intellectual Property Co.) shall take all steps necessary for obtaining from the appropriate governmental authority all approvals and permits necessary to carry out the terms of this Agreement.

B. Licensor(Patent Technology Inventor)  shall cooperate with Licensee(Intellectual Property Co.) relative to supplying any information and material necessary for the approvals and consents of the appropriate governmental authority.

10. TERMINATION
The following termination rights are in addition to the termination rights which may be provided elsewhere in the Agreement:

A. Immediate Right of Termination. Licensor(Patent Technology Inventor)  shall have the right to immediately terminate this Agreement by giving written notice to Licensee(Intellectual Property Co.) in the event that Licensee(Intellectual Property Co.) does any of the following:

1. Fails to obtain or maintain product liability insurance in the amount and of the type provided for herein;

2. Files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or if Licensee(Intellectual Property Co.) discontinues or dissolves its business or if a receiver is appointed for Licensee(Intellectual Property Co.) or for Licensee(Intellectual Property Co.)’s business and such receiver is not discharged within [number] days;

3. Fails to commence use of the Technology within [number] months from the Effective Date of this Agreement; or

4. Upon the commencement of use of the Technology, discontinues use for a period of at least [number] consecutive Click Charge Periods.

B. Right to Terminate Upon Notice. Either party may terminate this Agreement on [number] days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the [number]-day period, the breaching party fails to cure such breach.

C. Licensee(Intellectual Property Co.) Right to Terminate. Licensee(Intellectual Property Co.) shall have the right to terminate this Agreement at any time upon [number] months’ written notice to Licensor(Patent Technology Inventor)  for any reason in which case its obligation to continue to pay the Guaranteed Minimum Payment shall terminate.

11. POST-TERMINATION RIGHTS
A. Upon the expiration or termination of this Agreement, all rights granted to Licensee(Intellectual Property Co.) under this Agreement shall forthwith terminate and immediately revert to Licensor(Patent Technology Inventor)  and Licensee(Intellectual Property Co.) shall discontinue all use of the Technology.

B. Upon the expiration or termination of this Agreement, Licensor(Patent Technology Inventor)  may require that Licensee(Intellectual Property Co.) transmit to Licensor(Patent Technology Inventor) , at no cost, all material relating to the Technology, provided, however, that Licensee(Intellectual Property Co.) shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.

12. INDEMNITY
A. Licensee(Intellectual Property Co.) agrees to defend, indemnify, and hold Licensor(Patent Technology Inventor) , and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third Parties against Licensor(Patent Technology Inventor)  based on its use of the Technology including, but not limited to, actions founded on product liability.

B. Licensor(Patent Technology Inventor)  agrees to defend, indemnify, and hold Licensee(Intellectual Property Co.), and its officers, directors, agents, and employees, harmless against all costs, expenses and losses (including reasonable attorney fees and costs) incurred through claims of third Parties against Licensee(Intellectual Property Co.) based on a breach by Licensor(Patent Technology Inventor)  of any representation or warranty made in this Agreement.

13. INSURANCE
Licensee(Intellectual Property Co.) shall, throughout the Term of the Agreement, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in [state] and having a Moody’s Rating of B+ or better standard Product Liability Insurance naming Licensor(Patent Technology Inventor) , and its officers, directors, employees, agents, and shareholders, as an additional insured. Such policy shall provide protection against all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Technology or any material used in connection therewith or any use thereof. The amount of coverage shall be as specified in Schedule A attached hereto. The policy shall provide for [number] days’ notice to Licensor(Patent Technology Inventor)  from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. Licensee(Intellectual Property Co.) agrees to furnish Licensor(Patent Technology Inventor)  a certificate of insurance evidencing same within [number] days after execution of this Agreement, if practical, and, in no event, shall Licensee(Intellectual Property Co.) use the Technology prior to receipt by Licensor(Patent Technology Inventor)  of such evidence of insurance.

14. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

15. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

16. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

17. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

18. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

19. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

20. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

21. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

Licensor(Patent Technology Inventor)      Licensee(Intellectual Property Co.)
By:       By:
Title:      Title:
Date:      Date:

SCHEDULE A

1. Term
[Number] years from the effective date thereof, and thereafter, shall be automatically renewable for successive [number]-year periods, unless [number] days prior to the termination any party hereto gives written notice to the other party of its election not to renew this Agreement for an additional [number]-year period, in which event this Agreement shall terminate at the end of the period in which such notice was given.

2. Advance
The following Advance shall be paid upon execution of this Agreement: [number] Dollars (US$[#]).

3. Guaranteed Minimum Payment
The annual Guaranteed Minimum Payment is as follows: [number] U.S. Dollars {US$[#]).

4. Product Liability Insurance
[number] Dollars ($[#]) combined single limit, with a deductible amount not to exceed [number] Dollars ($[#]) for each single occurrence for bodily injury and for property damage.
EXHIBIT A

[Attach appropriate materials describing and detailing the Technology being licensed by Licensor(Patent Technology Inventor)  to Licensee(Intellectual Property Co.).]