INTELLECTUAL PROPERTY LICENSE AGREEMENT (TEXAS)

TABLE OF CONTENTS

1. Definitions
2. License Grant and Scope
3. Consideration and Payment Terms
4. Performance Standards; Records and Audit
5. Confidentiality
6. Representations and Warranties
7. Covenants and Restrictions
8. Indemnification
9. Limitation of Liability
10. Term and Termination
11. Default and Remedies
12. Dispute Resolution
13. General Provisions
14. Execution

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Confidential Information" means all non-public information disclosed by a Party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

"Effective Date" means [EFFECTIVE DATE].

"Field of Use" means [DESCRIBE PERMITTED FIELD].

"Licensed IP" means (a) the patents, copyrights, trademarks, trade secrets, and other intellectual property described in Exhibit A and (b) any modifications or enhancements delivered by Licensor during the Term.

"Net Sales" means gross amounts actually received by Licensee from exploitation of the Licensed IP, less [AGREED DEDUCTIONS].

"Products" means the products or services incorporating or derived from the Licensed IP.

"Territory" means [GEOGRAPHIC SCOPE].

"Term" has the meaning set forth in Section 10.1.

2. LICENSE GRANT AND SCOPE

2.1 Grant. Subject to the terms of this Agreement, Licensor grants to Licensee a [exclusive/non-exclusive], non-transferable, royalty-bearing license to use, reproduce, display, perform, distribute, and otherwise exploit the Licensed IP within the Field of Use and Territory during the Term.

2.2 Reservation of Rights. All rights not expressly granted are reserved by Licensor.

2.3 Sublicensing. Licensee may grant sublicenses only to Authorized Sublicensees approved in writing by Licensor. Licensee remains responsible for all acts and omissions of its sublicenses.

2.4 Trademark Usage. Licensee shall comply with Licensor's trademark guidelines and quality standards. Licensor may inspect Products on reasonable notice to confirm quality compliance.

2.5 Compliance with Law. Licensee shall comply with all applicable laws, including export control, privacy, and advertising laws.

3. CONSIDERATION AND PAYMENT TERMS

3.1 Up-Front Fee. Licensee shall pay Licensor a non-refundable up-front license fee of [AMOUNT] within [NUMBER] days after the Effective Date.

3.2 Royalties. Licensee shall pay Licensor a royalty of [PERCENTAGE]% of Net Sales, due quarterly within thirty (30) days after the end of each calendar quarter, accompanied by a statement certified by an authorized officer of Licensee.

3.3 Late Payments. Any undisputed amount not paid when due shall accrue interest at the lesser of (a) 1.0% per month or (b) the maximum rate permitted by law.

3.4 Taxes. Licensee is responsible for all taxes, duties, and charges imposed on amounts payable under this Agreement, except taxes based on Licensor's net income.

4. PERFORMANCE STANDARDS; RECORDS AND AUDIT

4.1 Diligence. Licensee shall use commercially reasonable efforts to develop, market, and sell Products incorporating the Licensed IP.

4.2 Records. Licensee shall maintain complete and accurate records sufficient to verify all amounts payable for at least three (3) years after the period to which such records relate.

4.3 Audit. Licensor may audit Licensee's relevant records no more than twice per calendar year on at least ten (10) business days' notice. If an audit reveals an underpayment greater than five percent (5%) for any period, Licensee shall pay the audit costs and remit all underpaid amounts within ten (10) days.

5. CONFIDENTIALITY

5.1 Obligation. Each Party shall (a) keep Confidential Information in strict confidence, (b) use it solely to perform under this Agreement, and (c) disclose it only to personnel who have a need to know and are bound by confidentiality obligations no less protective than this Section 5.

5.2 Exceptions. Confidential Information does not include information that is or becomes public without breach, was lawfully known to the receiving Party, is independently developed, or is rightfully received from a third party without restriction.

5.3 Compelled Disclosure. A Party may disclose Confidential Information pursuant to a valid court or governmental order, provided it gives prompt notice and reasonably cooperates to limit disclosure.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that this Agreement is binding and enforceable.

6.2 Licensor. Licensor represents and warrants that (a) it is the owner of the Licensed IP or has the right to grant the license, and (b) to Licensor's knowledge, the Licensed IP does not infringe third-party rights within the Territory.

6.3 Disclaimer. Except as expressly stated, Licensor makes no warranties, express or implied, including implied warranties of merchantability, fitness, or non-infringement.

7. COVENANTS AND RESTRICTIONS

7.1 Use Restrictions. Licensee shall not use the Licensed IP outside the Field of Use or Territory, remove proprietary notices, or challenge Licensor's ownership of the Licensed IP.

7.2 Notice of Infringement. Each Party shall promptly notify the other of any known or suspected infringement. Licensor shall have the first right, but not the obligation, to enforce the Licensed IP at its own cost. Licensee shall reasonably cooperate.

7.3 No Assignment by Licensee. Licensee shall not assign or transfer this Agreement or the license without Licensor's prior written consent, except as permitted under Section 13.2.

8. INDEMNIFICATION

8.1 IP Indemnity by Licensor. Licensor shall indemnify, defend, and hold harmless Licensee from any third-party claim that the Licensed IP infringes a third-party intellectual property right in the Territory, provided Licensee promptly notifies Licensor and permits control of the defense.

8.2 Exclusions. Licensor has no obligation to indemnify for claims arising from (a) Licensee modifications not approved by Licensor, (b) use outside the Field of Use or Territory, or (c) combinations not authorized by Licensor.

8.3 Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party, permit control of the defense and settlement, and reasonably cooperate at the indemnifying Party's expense.

9. LIMITATION OF LIABILITY

9.1 Limitation. Except for (a) IP infringement claims, (b) breaches of Section 5 (Confidentiality), or (c) willful misconduct or fraud, each Party's total liability under this Agreement shall not exceed the amounts paid or payable by Licensee in the twelve (12) months preceding the claim.

9.2 Exclusion of Damages. Neither Party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, even if advised of the possibility thereof.

10. TERM AND TERMINATION

10.1 Term. This Agreement begins on the Effective Date and continues for [X] years unless earlier terminated under this Agreement.

10.2 Termination for Cause. Either Party may terminate for a material breach not cured within thirty (30) days after written notice.

10.3 Termination for Insolvency. Either Party may terminate if the other becomes insolvent, makes a general assignment for the benefit of creditors, or files for bankruptcy.

10.4 Effect of Termination. Upon termination, Licensee shall cease all use of the Licensed IP, return or destroy Confidential Information, and pay all amounts due through the termination date.

11. DEFAULT AND REMEDIES

11.1 Remedies. Upon a material breach, the non-breaching Party may pursue any remedies available at law or in equity, including specific performance and injunctive relief for misuse of the Licensed IP or Confidential Information.

11.2 Injunctive Relief. The Parties acknowledge that unauthorized use of the Licensed IP or Confidential Information will cause irreparable harm and that injunctive relief is appropriate without the need to post bond, to the extent permitted by law.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of Texas, without regard to its conflict-of-law principles.

12.2 Arbitration Preferred. Unless the Parties opt out in Exhibit B, any dispute not resolved by negotiation within thirty (30) days shall be finally resolved by binding arbitration administered by [ARBITRATION PROVIDER] under its [RULES], seated in [CITY, TEXAS]. Judgment on the award may be entered in any court of competent jurisdiction.

12.3 Court Actions. Either Party may seek injunctive relief in the state or federal courts located in [COUNTY], Texas to prevent or stop infringement or misuse of the Licensed IP or Confidential Information.

12.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13. GENERAL PROVISIONS

13.1 Amendment and Waiver. No amendment or waiver is effective unless in writing and signed by both Parties.

13.2 Assignment. Licensor may assign this Agreement to an Affiliate or successor in interest. Licensee may assign only with Licensor's prior written consent.

13.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and the invalid provision shall be reformed to the minimum extent necessary.

13.4 Entire Agreement. This Agreement, together with its Exhibits, is the entire agreement and supersedes all prior understandings.

13.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is an original. Electronic signatures are binding.

13.6 Notices. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail to the addresses set forth above or as updated in writing.

14. EXECUTION

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

EXHIBIT A

Licensed IP

EXHIBIT B

Arbitration Opt-Out (If Selected)