Intellectual Property Lease Agreement

THIS INTELLECTUAL PROPERTY LEASE AGREEMENT (“Agreement”) is made and entered into as of ……………… (the “Effective Date”) by and between ………………………….(“Licensee”) and ……………………………………………………(“Licensor”).

A. Licensee’s parent company, ……………. and Licensor’s parent company, ………………… have entered into an agreement and plan of merger dated as of the date hereof (the “Merger Agreement”) pursuant to which …………………….or a wholly-owned subsidiary of ………………………… will acquire the Intellectual Property Rights (defined below) that are the subject of this Agreement;

B Licensee has provided a …………..loan……. to Licensor as specified in the promissory note dated the date hereof (the “Note”) in furtherance of the parties’ objectives under the Merger Agreement; and

C. Licensor has agreed to license the Intellectual Property Rights to Licensee in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:

ARTICLE 1: DEFINITIONS

1.1 Affiliate” shall mean any company that controls, is controlled by, or is under common control with Licensee or its successor entity. 

1.2 “Confidential Information” shall mean any and all technical and non-technical information that is identified at the time of disclosure to be proprietary or confidential information of the disclosing party, including tooling, formulae, bills of material, know-how, designs, schematics, techniques, software code, mask works, technical documentation, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to the disclosing party, or its present or future products, sales, suppliers, customers, employees, investors or business, whether in written, oral, graphic or electronic form. 

1.3 “Documentation” shall mean the items of user documentation with respect to the Software provided to Licensee or to be provided to pursuant to the Agreement, including but not limited to the description of the functional, operational and design characteristics of the Software and the items of programming, systems and data base documentation. 

1.4 “Effective Time” shall mean the closing date specified in the Merger Agreement.

1.5 Improvements” shall mean any improvements, discoveries, developments, modifications or derivative works, whether or not patentable. 

1.6 “Intellectual Property Rights” shall mean all Licensor Patents and Applications and Software, copyright rights, moral rights, trade secret rights, mask work rights, and all other intellectual and industrial property rights (excluding trademarks and service marks), whether or not registered or perfected, anywhere in the world, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues for any of the foregoing. 

1.7 “Licensor Materials” shall mean the specifications, schematics, technical information, bills of materials, instructions, records, drawings, data sheets, reports, hardware, firmware and other materials and technology listed in Exhibit ……………. 

1.8 “Merger” shall have the meaning set forth in the Merger Agreement. 

1.9 “Software” shall mean the computer software programs and files, as listed in Exhibit ……. hereto to be provided to Licensee by Licensor pursuant to this Agreement and Licensor’s Documentation, which may be delivered to Licensee by or on behalf of Licensor. 

1.10 “Source Code” shall mean the human readable source code version of the Software including, but not limited to, all corresponding source documents, all developer’s notes, specifications, flow diagrams, release notes and build procedures, and any tools necessary to execute the build procedures or otherwise create the Software from the source code version of the Software.

ARTICLE 2: CONFIDENTIAL INFORMATION 

2.1 All Confidential Information exchanged between the parties pursuant to this Agreement shall not be distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own employees who have a reasonable need to know such Confidential Information and who have been advised of the confidential nature and required to observe the terms and conditions hereof; nor shall Confidential Information be used by the receiving party for its own purpose, except for the purposes of exercising its rights or fulfilling its obligations under this Agreement. Neither party shall communicate or otherwise disclose to the other, during the term of this Agreement, confidential or proprietary information of third parties. Upon request of the disclosing party, copies and embodiments of the disclosing party’s Confidential Information shall be promptly returned to the disclosing party by the receiving party, unless such copies are required to support existing customers under the terms of this Agreement.

2.2 Upon termination of this Agreement, for any reason, each party shall promptly return to the other party all Confidential Information provided by the other party, including all copies thereof, unless such copies are required to support existing customers under the terms of this Agreement.

ARTICLE 3: TERM AND TERMINATION

3.1 TERM. Licensee agrees that it may exercise its rights under this license only in the event that ………………terms decided by the parties to the agreement…………………

3.2 TERMINATION. Licensee may terminate this Agreement upon ……………….. written notice to Licensor. Licensor shall not be entitled to rescind this Agreement or to revoke or terminate any of the rights licensed to Licensee hereunder or to enjoin, restrain, or otherwise impair Licensee’s or its Affiliates’ exercise or exploitation of such rights. For any material breach by Licensee of this Agreement, Licensor shall give written notice of such breach to Licensee and shall be limited to a remedy in an action at law for damages, if any.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date: …………………

Licensor: …………
By: ………………………..
Name: ……………………..
Title: ………………………

Licensee: …………………
By: …………………………
Name: ……………………..
Title: ……………………..