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This License Agreement (this "Agreement") is made effective as of this day of _____, [Day] _________ [Month] 20 __, between _____________, [Name] of ________, City _________, State _____, Zipcode _________, hereinafter referred to as "Licensor", and _____________, [Name] of ______________, City ____________, State ______, Zipcode _________, hereinafter referred to as "Licensee"
(In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Licensor", and the party who is receiving the right to use the licensed property will be referred to as "Licensee").
The parties agree as follows:
01. GRANT OF LICENSE. _________ owns ________. In accordance with this Agreement, _______ grants _______ an exclusive license to use the ________.
02. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties, their legal representatives, successors and assigns.
03. ARBITRATION. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
04 SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
04. SEVERABILITY. Should any Court hold that any portion of this agreement is invalid, the remainder shall be in full force and effect, and the invalid portion shall be struck from the agreement or modified as the Court shall order.
05. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
06. REPRESENTATIONS. Each party acknowledges that this agreement has been entered into of his or her volition with full knowledge and information including tax consequences. In some instances, it represented a compromise of disputed issues. Each believes the terms and conditions to be fair and reasonable under the circumstances. No coercion or undue influence has been used by or against either party in making this agreement. Each party acknowledges that no representations of any kind have been made to him or her as an inducement to enter into this agreement other than the representations set forth herein.
07. COOPERATION. Each party, at the request of the other, will execute and deliver all documents which may be reasonably necessary to give full effect to this agreement.
08. BREACH AND WAIVER. Should either party incur any expense or legal fees as a result of the breach of any portion of this Agreement by the other party, the Court shall award reasonable attorney's fees and suit expenses to the non-defaulting party which are reasonably incurred. No breach, waiver, or default of any of the terms of this agreement shall constitute a waiver of any subsequent breach or default of any of the terms of agreement.
09. MODIFICATIONS. A modification or waiver of any of the provisions of this agreement shall be effective only if made in writing and executed with the same formality as this agreement. Failure of either party to insist upon strict performance of any of the provisions of this agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.
10. TAXES. If in connection with any joint Federal Income Tax Returns heretofore filed by the parties, there is a deficiency assessment, the amount ultimately determined to be due thereon shall be borne by either or both the parties, depending on whether the deficiency arose out of the individual income, deduction, or mis-reporting of one or the other parties, (and if so, to that extent), or out of a joint income deduction. Husband and Wife each represents and warrants to the other that all Federal Income Tax Returns during the marriage are, in all respects, true, correct, and complete, and fully and accurately reflect the income and deductions of each party for those years.
11. INTERPRETATION. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
12. ADVICE OF LEGAL COUNSEL. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
13. INVALID PROVISIONS. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
14. NOTICES. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the Licensor:
[city, state, zip]
If to the Licensee:
[city, state, zip]
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
15. FURTHER ASSURANCES. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
15. FURTHER ASSURANCES. From time to time each party shall execute and deliver such further instruments and shall take such other action as any other party may reasonably request in order to discharge and perform their obligations and agreements hereunder and to give effect to the intentions expressed in this Agreement.
16. AMENDMENT OF THIS AGREEMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
16. AMENDMENT OF THIS AGREEMENT. While this agreement remains in effect the parties agree to settle any disputes which arise under it through resort to mediation before a professional mediator. Both parties are to pay half of the fee's unless it is clear to the mediator that one of the parties is requesting mediation only to incur costs the other party cannot reasonably be expected to pay. If mediation fails than the dispute is to go before a single arbitrator. The arbiter need not be a lawyer or professional adjudicator, but may be a person with professional experience and training in family and/or community property law applicable in the state of [------].
17. TERMINATION OF THIS AGREEMENT. This Agreement may be terminated by either party by providing 90 days' written notice to the other party.
17. TERMINATION OF THIS AGREEMENT. This agreement may be terminated at any time by the parties written agreement. We agree that from time to time an amendment of this agreement may be desirable and we therefore agree that said amendment may be accomplished by written amendment only.
18. ATTORNEY FEES. In the event that a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all expenses, including, without limitation, reasonable attorney fees and expenses, incurred in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement, whether or not it was necessary for such party to institute suit.
19. NUMBER AND GENDER. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural. The masculine gender shall include the feminine and neuter genders, and the word "person" shall include a corporation, firm, partnership, or other form of association.
20. FAILURE TO OBJECT NOT A WAIVER. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until 180 days since the wrongful act or omission to act has passed.
21. UNENFORCEABLE TERMS. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
22. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
23. INCORPORATION BY REFERENCE. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
24. CROSS-REFERENCES. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.
25. MISCELLANEOUS PROVISIONS. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
26. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
27. GOVERNING LAW. The parties hereby expressly acknowledge and agree that this Agreement is entered into in the State of [STATE] and, to the extent permitted by law, this Agreement shall be construed, and enforced in accordance with the laws of the State of [STATE].
[Witness Signature Name & Address]