Licensee-Friendly Copyright License Agreement Template

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or the power to direct the management and policies of such entity, whether by contract or otherwise.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [city/jurisdiction] are authorized or required to close.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, excluding the terms of the license granted herein insofar as they are required to be disclosed for the exercise of the Licensee's rights.

"Derivative Work" means any work, product or material that is based upon, incorporates, adapts, translates, arranges, transforms, abridges, remixes, combines or otherwise modifies the Licensed Work, in whole or in part, including any Modification.

"Licensed Rights" means all rights of copyright and related, neighboring and moral rights (to the extent waivable or licensable) subsisting in the Licensed Work in any part of the world, including the rights to reproduce, distribute, communicate to the public, make available, perform, display, broadcast, adapt, translate, modify and otherwise exploit the Licensed Work, together with all renewals, extensions, reversions and restorations thereof.

"Licensed Work" means the creative work or works protected by copyright, described as [description of the work, including title, type (text, image, music, video, software or other), version and identifying details], together with all Delivery Materials, versions, updates, parts and components thereof.

"Delivery Materials" means the complete copies of the Licensed Work in the formats specified in this Agreement, including, where the Licensed Work is or includes software, the source code and object code, and all documentation, master files, metadata, project files, underlying assets and other materials reasonably necessary to exploit, maintain and modify the Licensed Work.

"Licensee Parties" means the Licensee, its Affiliates, and their respective successors, assigns, sublicensees, distributors, contractors, customers and end users, in each case to the extent deriving rights from the Licensee.

"Media" means all media, formats, channels, platforms and technologies, whether now known or hereafter devised, including print, physical, analog, digital, electronic, online, broadcast, streaming, mobile, embedded and any other means of reproduction, distribution or communication.

"Modification" means any alteration, correction, enhancement, adaptation, translation, localization, or other change made to the Licensed Work.

"Territory" means the entire world, including all countries, territories, international waters, airspace and outer space.

"License Fee" means the one-time flat fee payable by the Licensee to the Licensor under this Agreement, in the amount set out therein.

"Third-Party Claim" means any claim, demand, suit, action or proceeding brought by a person other than a Party or its Affiliates.

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation". References to a "person" include any individual, entity or governmental authority. References to a "Section" are to a section of this Agreement. Words in the singular include the plural and vice versa.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. Where any provision is ambiguous, it shall be construed in a manner that gives fullest effect to the Licensee's intended exclusive, worldwide and unrestricted exploitation of the Licensed Work, and no rule of construction against the drafter shall apply.

Subject to the terms and conditions of this Agreement and the payment of the License Fee, the Licensor hereby grants to the Licensee, with effect from the Effective Date, an exclusive, worldwide, transferable, sublicensable (through multiple tiers), irrevocable (except as expressly provided in Section 14) license to exercise all of the Licensed Rights in the Licensed Work throughout the Territory, in all Media, for the Term.

The license is exclusive in the broadest sense, such that during the Term the Licensee alone shall be entitled to exercise the Licensed Rights, to the exclusion of all other persons, including the Licensor itself. The Licensor shall not itself exercise, and shall not grant to any third party, any right, license, option or interest in or to the Licensed Work or the Licensed Rights that is inconsistent with the rights granted herein.

The Licensor hereby covenants not to exploit, reproduce, distribute, modify, license or otherwise make use of the Licensed Work or any substantially similar work, in any manner that would compete with, dilute or derogate from the rights granted to the Licensee, except as the Licensee may expressly authorize in writing.

To the extent that the laws of any jurisdiction within the Territory do not permit the grant of exclusive rights in the manner provided herein, the Licensor shall grant, and hereby grants, the closest equivalent rights permitted by such laws and shall undertake all further acts reasonably required to give effect to the Parties' intention.

The Licensor hereby waives, and shall procure that any author or contributor waives, to the fullest extent permitted by applicable law, all moral rights and rights of attribution or integrity in the Licensed Work as against the Licensee Parties, or, where such waiver is not permitted, agrees not to assert such rights against any Licensee Party.

All rights not expressly granted to the Licensee are reserved by the Licensor solely to the extent that their exercise does not conflict with the exclusivity and the rights granted under this Agreement. The Licensor shall retain ownership of the Licensed Work, subject to the license herein and to Section 5.

The license granted herein is granted for business purposes and may be exercised by the Licensee directly or through its Affiliates and any other persons authorized by the Licensee.

The Licensor acknowledges that the Licensed Work is as described in the definition of that term and in [detailed description of the Licensed Work, including title, authors, date of creation, registration details if any, and applicable specifications], and that the Licensee has entered into this Agreement in reliance on such description.

The Licensor shall deliver to the Licensee, at the Licensor's sole cost and risk, the complete Delivery Materials in the format(s) specified as [format specifications] by no later than [delivery date or number of days after the Effective Date] (the "Delivery Date"), by [method of delivery].

Where the Licensed Work comprises software, the Licensor shall deliver the complete and commented source code, build instructions, dependencies lists, and all development tools or scripts reasonably necessary to compile, maintain and modify the software, free of any disabling code, license keys, or technical restrictions.

The Licensor shall deliver together with the Delivery Materials a written schedule identifying all third-party materials, open-source components and licensed elements embodied in the Licensed Work, the licenses governing them, and any restrictions attached thereto. Failure to identify such elements shall constitute a breach of the Licensor's warranties.

If the Licensed Work is revised, corrected, updated or completed by the Licensor during the [period] following the Effective Date, the Licensor shall promptly deliver such revisions to the Licensee at no additional charge, and the same shall form part of the Licensed Work.

The Licensor shall deliver to the Licensee all chain-of-title documents, assignments, author agreements, releases, consents, and registration certificates relating to the Licensed Work that are in the Licensor's possession or control, and shall execute any confirmatory instruments reasonably requested for recordal of the license in any registry.

The Licensee shall be entitled to retain and use the Delivery Materials for the duration of the Term and, as provided in Section 15, thereafter to the extent specified.

The Licensee may use the Licensed Work and exercise the Licensed Rights for any lawful business purpose, in any manner and in any form, including to reproduce, copy, store, distribute, sell, lease, lend, display, perform, broadcast, stream, communicate to the public, make available online, incorporate into other products or services, advertise, promote and otherwise commercially exploit the Licensed Work and any Derivative Work.

The license applies throughout the Territory, being the entire world, and the Licensee shall not be required to restrict or limit the exploitation of the Licensed Work to any country, region, language or market.

The license applies to all Media, whether existing as of the Effective Date or developed thereafter, and the Licensee shall be free to select and change the Media, formats, channels and technologies used from time to time without notice to or consent of the Licensor.

The Licensee shall not be subject to any minimum exploitation obligation, quota, reporting requirement or royalty obligation in respect of its use of the Licensed Work, the License Fee being full and final compensation for all uses within the scope of this Agreement.

The Licensee may exercise the Licensed Rights in the Licensee's own name or under any trade name, brand or trademark of its choosing, and may, in its discretion, omit or include any attribution or copyright notice relating to the Licensor, except as required by mandatory law that cannot be waived.

The Licensee may exercise the Licensed Rights through its Affiliates, contractors, service providers and other third parties acting on its behalf, and the Licensee shall be responsible only for such persons' compliance with the express terms of this Agreement.

Any use of the Licensed Work that is within the scope set out in this Section 4 shall not constitute a breach of this Agreement, and the Licensor shall not be entitled to any additional payment, fee, royalty or other compensation in respect thereof, except as expressly set out in Section 7.

The Licensee shall have the unrestricted right, at its sole discretion, to modify, adapt, translate, correct, edit, abridge, expand, remix, arrange, localize, reformat, combine with other materials and otherwise create Derivative Works from the Licensed Work, in whole or in part, without notice to, or the consent or approval of, the Licensor.

As between the Parties, the Licensee shall own all right, title and interest in and to every Modification and Derivative Work, to the extent of the new or original material contributed by or on behalf of the Licensee, including all copyright and other intellectual property rights therein, and the Licensor shall have no claim, right or interest in such Modification or Derivative Work.

The Licensor's underlying rights in the unmodified Licensed Work shall remain with the Licensor, subject to the exclusive license granted herein. The Licensee's rights in any Derivative Work shall not be limited by the Term; provided that the Licensee shall not, after the expiry or termination of the license, exploit those portions of the Licensed Work embodied therein which remain owned by the Licensor, except as provided in Section 15.

To the extent that the Licensor or any third party acquires any right, title or interest in any Modification or Derivative Work by operation of law or otherwise, the Licensor hereby irrevocably assigns, and shall procure the assignment of, all such rights to the Licensee, with full title guarantee and free of any encumbrance.

The Licensor shall not challenge, contest or oppose, directly or indirectly, the Licensee's ownership of any Modification or Derivative Work, nor the validity of any registration thereof, and shall, at the Licensee's request and expense, execute such documents as are reasonably necessary to evidence or perfect the Licensee's title.

The Licensee may register, in its own name, copyright and any other intellectual property right in any Derivative Work throughout the Territory, and the Licensor shall provide reasonable cooperation in this regard.

The Licensor acknowledges that the Licensee's Modifications may alter the Licensed Work in ways which the Licensor might consider prejudicial, and the Licensor agrees that no such alteration shall give rise to any claim against any Licensee Party.

The Licensee may freely sublicense, in whole or in part, through multiple tiers, on an exclusive or non-exclusive basis, any or all of the rights granted under this Agreement to any person, without notice to or consent of the Licensor, and on such terms (including as to remuneration) as the Licensee determines in its sole discretion.

The Licensee may freely assign, transfer, pledge, or otherwise dispose of this Agreement and any of its rights and obligations hereunder, in whole or in part, to any Affiliate or to any third party, including in connection with a merger, acquisition, reorganization, or sale of all or part of its business or assets, without the consent of the Licensor. The Licensee shall give written notice of any such assignment within a reasonable time after it has taken effect.

Upon any assignment by the Licensee of the entire Agreement to a third party that assumes in writing the obligations of the Licensee hereunder, the Licensee shall be released from all obligations arising after the date of assignment.

The Licensor may not assign, transfer, charge or otherwise dispose of this Agreement or the Licensed Work or any of the Licensed Rights, in whole or in part, without the prior written consent of the Licensee, which may be withheld in the Licensee's discretion. Any permitted transfer of the Licensed Work or the Licensed Rights by the Licensor shall be made expressly subject to this Agreement, and the Licensor shall procure that the transferee agrees in writing to be bound by it.

Any purported assignment or transfer by the Licensor in violation of this Section shall be null and void and shall constitute a material breach of this Agreement.

Each sublicensee shall be entitled to continue exercising its sublicensed rights following the termination of this Agreement, for the period and on the terms of its sublicense, provided the sublicensee is not in material breach of its sublicense; and, if requested by the Licensee, the Licensor shall enter into a direct license with such sublicensee on terms no less favorable than those of the sublicense.

The Licensee shall not be liable to the Licensor for any act or omission of any sublicensee or assignee, other than payment of the License Fee.

In consideration of the rights granted under this Agreement, the Licensee shall pay to the Licensor a one-time, flat, lump-sum License Fee of [amount and currency] (the "License Fee").

The License Fee shall be payable [in a single installment within [number] days following the later of (a) the Delivery Date and the acceptance of the Delivery Materials pursuant to Section 9, and (b) receipt by the Licensee of a valid invoice from the Licensor] [or: in the installments and on the dates specified as [payment schedule]].

The License Fee constitutes the full, final and exclusive consideration for all rights granted and all obligations performed by the Licensor under this Agreement, including the delivery of the Delivery Materials, technical assistance and all rights in all Media and in the entire Territory throughout the Term. No royalties, residuals, additional fees, usage-based payments, minimum guarantees or other amounts shall be payable by the Licensee in respect of the Licensed Work, any Modification or Derivative Work, or any sublicense or assignment.

The Licensor shall issue a valid invoice for the License Fee, containing all details required by applicable law and the following information: [invoice requirements]. The Licensee shall pay by wire transfer to the bank account designated in writing by the Licensor: [bank account details]. Payment shall be deemed made on the date the Licensee initiates the transfer.

The Licensee shall be entitled to withhold payment of any amount that is disputed in good faith, pending resolution of the dispute, without incurring interest or other liability, and to set off against the License Fee any amount owed by the Licensor to the Licensee under this Agreement.

If the Licensee fails to pay any undisputed amount when due, the Licensor shall give written notice thereof, and the Licensee shall have [number] Business Days from receipt of such notice to cure. Where the Licensee fails to cure, simple interest shall accrue on the overdue amount from the date of the notice at the rate of [rate] per annum until payment, which shall be the Licensor's sole remedy for late payment.

Where the License Fee is refundable to the Licensee under this Agreement, the Licensor shall refund the same within [number] days of the Licensee's written demand.

All amounts payable under this Agreement are stated as inclusive of all taxes, duties, levies and charges of any nature, other than value added tax, sales tax or similar tax properly chargeable on the supply of the license, which shall be added where legally required upon receipt of a valid tax invoice.

The Licensor shall be solely responsible for, and shall pay when due, all taxes imposed on the Licensor in respect of its income, profits, property, employees or business, including any tax arising from the receipt of the License Fee.

If the Licensee is required by applicable law to deduct or withhold any tax from any payment to the Licensor, the Licensee may make such deduction or withholding and remit the amount to the competent authority, and the amount so remitted shall be treated as having been paid to the Licensor. The Licensee shall have no obligation to gross up the payment.

The Licensor shall provide to the Licensee, prior to payment, all tax residency certificates, forms and other documents reasonably requested by the Licensee in order to apply any available reduced rate of or exemption from withholding under an applicable tax treaty or law. The Licensee shall furnish to the Licensor, upon request, official receipts evidencing the remittance of any amounts withheld.

If any tax, penalty or interest is assessed against the Licensee as a result of the Licensor's failure to provide accurate information or documents or to comply with its tax obligations, the Licensor shall reimburse the Licensee for such amounts on demand.

The Parties shall cooperate in good faith to minimize any taxes lawfully payable in connection with this Agreement, including by structuring payments in a tax-efficient manner, provided this does not increase the Licensee's overall cost or impose additional obligations on the Licensee.

The Licensor shall deliver the Delivery Materials to the Licensee by the Delivery Date, in accordance with Section 3, complete, free of defects, viruses and malicious code, and in a form suitable for immediate use by the Licensee.

The Licensee shall have a period of [number] days following receipt of the Delivery Materials (the "Acceptance Period") to review and test them for completeness, conformity with the description of the Licensed Work, and compliance with this Agreement. The Licensee shall, within the Acceptance Period, notify the Licensor in writing either of its acceptance or of any deficiencies identified.

If the Licensee identifies any deficiency, the Licensor shall, at its own expense, correct the deficiency and redeliver the corrected Delivery Materials within [number] days of the Licensee's notice, whereupon a new Acceptance Period shall commence. If the Licensor fails to remedy the deficiency after [number] attempts, the Licensee may, at its option, terminate this Agreement under Section 14 and receive a full refund of any amounts paid, or accept the Delivery Materials subject to a reasonable reduction of the License Fee.

Acceptance shall not occur by mere use, and shall be effective only on written notice of acceptance by the Licensee. If the Licensee does not give notice of rejection within the Acceptance Period, the Licensor may send a written reminder, and the Delivery Materials shall be deemed accepted if the Licensee fails to respond within [number] Business Days of receipt of the reminder. Acceptance shall not constitute a waiver of any right or remedy of the Licensee in respect of latent defects or breaches of warranty.

During the period of [number] months following acceptance, the Licensor shall provide, at no additional charge, such technical assistance, training, information and know-how as the Licensee may reasonably request to enable it to use, understand, maintain, modify and exploit the Licensed Work, including by making knowledgeable personnel available for up to [number] hours.

Any assistance requested by the Licensee beyond the scope and period set out above shall be provided on terms to be agreed in good faith, at rates not exceeding the Licensor's then-current standard rates, which shall not exceed [rate or amount].

The Licensor shall bear all risk of loss or damage to the Delivery Materials until their receipt by the Licensee.

The Licensor represents, warrants and undertakes to the Licensee, as of the Effective Date, the Delivery Date and throughout the Term, that the Licensor is duly organized, validly existing and in good standing under the laws of its jurisdiction, and has full power, authority and legal capacity to enter into and perform this Agreement.

The Licensor is the sole and exclusive author and owner of the Licensed Work and of all Licensed Rights, and holds all rights, title, interest, consents and waivers necessary to grant the license herein. The Licensor has obtained from each author, contributor, employee and contractor valid written assignments or licenses and waivers of moral rights, such that there are no rights of any third party that would restrict the license.

The Licensed Work is original, was not copied from any other work, and neither the Licensed Work nor its use, reproduction, modification, distribution or other exploitation as contemplated by this Agreement infringes, misappropriates or violates any copyright, trade secret, trademark, patent, right of privacy or publicity, moral right or other right of any third party, or constitutes defamation or breach of any law.

The Licensed Rights are free and clear of all liens, charges, encumbrances, security interests, options, prior licenses and other third-party claims. The Licensor has not granted, and shall not grant, any right in the Licensed Work that conflicts with this Agreement.

There is no pending or, to the Licensor's knowledge, threatened claim, litigation, investigation or dispute relating to the Licensed Work or the Licensed Rights, and the Licensor is not aware of any fact or circumstance that could reasonably give rise to such a claim.

Except as identified in writing under Section 3, the Licensed Work contains no third-party materials or open-source components, and contains no virus, malware, time bomb, back door or disabling device. No component of the Licensed Work is subject to any license that would require the Licensee to disclose, license or distribute its own materials, including any Derivative Work, on any particular terms.

The Licensor's execution and performance of this Agreement does not conflict with, or result in any breach of, any other agreement or obligation by which it is bound, or any law, order or regulation. The Licensor shall promptly notify the Licensee in writing if any representation or warranty ceases to be true. The representations and warranties herein are in addition to, and not in substitution for, any rights or remedies available to the Licensee.

The Licensee represents that it is duly organized and validly existing and has the power and authority to enter into this Agreement.

The Licensor shall, at its own cost, maintain the validity and subsistence of the Licensed Rights, and shall not do or omit to do anything that may impair, jeopardize or cause the lapse of the Licensed Rights or the Licensee's rights.

The Licensor shall promptly notify the Licensee in writing upon becoming aware of any actual, suspected or threatened infringement, misappropriation or unauthorized use of the Licensed Work, or any challenge to the validity, ownership or enforceability of the Licensed Rights.

During the Term, the Licensee shall have the sole and exclusive right, but not the obligation, to take such action as it considers appropriate to prevent, restrain, or seek remedies against any infringement of the Licensed Rights in the Territory, in its own name or, where necessary, in the Licensor's name, and to control the conduct, defense and settlement of any such action.

The Licensor shall, at the Licensee's request and at the Licensor's expense with respect to its own costs, provide all reasonable assistance in any such action, including by joining as a party where required by law, providing evidence and documents, and executing instruments necessary to enable the Licensee to proceed.

All damages, awards, settlements and other recoveries obtained in connection with any enforcement action brought by the Licensee shall belong to the Licensee, after reimbursement of the Licensor's reasonable pre-approved out-of-pocket expenses incurred at the Licensee's request.

If the Licensor wishes to bring an action in respect of any infringement, it may do so only with the Licensee's prior written consent, and the Licensee shall be entitled to participate in such action with counsel of its choice at the Licensor's cost.

The Licensor shall, at the Licensee's request, record the license granted herein, or a memorandum of it, with any copyright office or registry within the Territory, and shall register or maintain the registration of the Licensed Work where requested by the Licensee, at the Licensee's expense for registrations not otherwise required hereunder.

The Licensor shall indemnify, defend and hold harmless the Licensee, its Affiliates, and their respective officers, directors, employees, agents, successors, assigns, sublicensees and customers (the "Licensee Indemnitees") from and against any and all losses, liabilities, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or in connection with any Third-Party Claim or any other claim to the extent arising from: (i) any breach of any representation, warranty, covenant or obligation of the Licensor under this Agreement; (ii) any allegation that the Licensed Work or its use as permitted hereunder infringes, misappropriates or violates any right of a third party; or (iii) any negligence, willful misconduct or violation of law by the Licensor.

The Licensee shall give the Licensor prompt written notice of any Third-Party Claim for which indemnification is sought; provided that any delay or failure to give notice shall relieve the Licensor of its obligations only to the extent it is materially prejudiced thereby.

The Licensor shall assume the defense of any such Third-Party Claim with counsel reasonably acceptable to the Licensee. The Licensee Indemnitees may participate in the defense at their own expense, and, where the Licensor fails to assume the defense diligently, or where a conflict of interest exists, or where the claim concerns the Licensee's ongoing exploitation of the Licensed Work, the Licensee may assume control of the defense at the Licensor's expense.

The Licensor shall not settle any Third-Party Claim without the Licensee's prior written consent if the settlement imposes any liability or obligation on, or involves any admission by, or restricts the use of the Licensed Work by, any Licensee Indemnitee.

If the Licensed Work becomes, or in the Licensee's reasonable opinion is likely to become, the subject of an infringement claim, the Licensor shall at its own expense and at the Licensee's option: (i) procure for the Licensee the right to continue using the Licensed Work; (ii) modify or replace it so that it is non-infringing but functionally equivalent; or (iii) refund the License Fee in full, without prejudice to the Licensee's other remedies.

The Licensee shall indemnify the Licensor against Third-Party Claims to the extent arising directly from the Licensee's exploitation of a Modification or Derivative Work to the extent of new material contributed solely by the Licensee and not forming part of the Licensed Work, subject to Section 13.

The rights of indemnification under this Section are in addition to any other rights or remedies of the Licensee Indemnitees at law or under this Agreement.

Subject to the following clauses, neither Party shall be liable to the other for any indirect, consequential, special or punitive damages, or for loss of profit or revenue, arising out of this Agreement, except as stated in the clause below.

The exclusions and limitations in this Section shall not apply, and shall not limit the liability of the Licensor, in respect of: (i) the Licensor's indemnification obligations under Section 12; (ii) any breach of Section 10; (iii) any breach of Section 16; (iv) any breach of the exclusivity provisions of Section 2; (v) fraud, gross negligence or willful misconduct; or (vi) any liability which cannot be excluded or limited by applicable law.

The total aggregate liability of the Licensee to the Licensor arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the License Fee actually paid or payable under this Agreement.

The Licensee shall not be liable for any claim arising from any use of the Licensed Work that is within the scope of the license granted herein, nor for any loss arising from the Licensor's failure to perform.

The Licensor acknowledges that, in the event of breach of Section 2 or Section 10, the Licensee may suffer losses, including loss of profits and loss of business, which the Parties agree are direct and recoverable losses.

Nothing in this Agreement shall limit the Licensee's right to seek injunctive or other equitable relief, nor the Licensee's right to a refund of the License Fee in the cases provided for herein.

Each Party shall use reasonable efforts to mitigate any loss for which it seeks recovery from the other Party, provided that the Licensee shall not be required to cease or limit its exploitation of the Licensed Work for that purpose.

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue for a term of [duration or "the full term of copyright protection in each part of the Territory, including all renewals and extensions"] (the "Term").

The Licensee may terminate this Agreement, in whole or in part, for convenience at any time upon [number] days' written notice to the Licensor, without liability to the Licensor, except for the License Fee which has accrued and become payable prior to the effective date of termination.

The Licensee may terminate this Agreement immediately by written notice to the Licensor if: (i) the Licensor commits a material breach of this Agreement, including any breach of Section 2, 3 or 10, which is incapable of remedy or is not remedied within [number] days after written notice; (ii) any warranty given by the Licensor proves to have been untrue or misleading in any material respect; (iii) a third party obtains a final judgment or order that the Licensed Work infringes its rights; or (iv) the Licensor fails to deliver the Delivery Materials or to make the corrections required under Section 9 in accordance with their terms.

The Licensor may terminate this Agreement only if the Licensee fails to pay an undisputed portion of the License Fee that is due and does not cure such failure within [number] days after receipt of a written notice of non-payment from the Licensor specifically referring to this Section, and provided that the Licensor has duly performed all of its own obligations hereunder. The Licensor shall have no other right to terminate or rescind this Agreement, and its remedies for any other breach shall be limited to damages.

Either Party may terminate this Agreement immediately by written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver or administrator appointed, or becomes the subject of bankruptcy, liquidation or similar proceedings that are not dismissed within [number] days.

Where the Licensor becomes subject to insolvency proceedings, the Parties intend that the license granted herein shall, to the maximum extent permitted by law, continue in full force and effect and be binding on any trustee, receiver, successor or assignee of the Licensor.

Termination by the Licensee under this Section shall be without prejudice to any other right or remedy of the Licensee.

Upon expiry or termination of this Agreement for any reason, the Licensee shall cease new exploitation of the unmodified Licensed Work in the Territory, subject to the following clauses, and each Party shall return or destroy the Confidential Information of the other, except that the Licensee may retain copies as necessary for legal, archival and compliance purposes, and as provided below.

Where this Agreement is terminated by the Licensee pursuant to Section 14 for the Licensor's breach, or in the circumstances referred to in Sections 9 or 12, the Licensor shall refund to the Licensee, within [number] days, the License Fee paid, or a proportionate part thereof, where the termination relates to part only, together with interest at [rate] per annum, without prejudice to the Licensee's right to claim further damages.

Following expiry or termination for any reason other than the Licensee's uncured non-payment, the Licensee shall have a perpetual, non-exclusive, royalty-free right to: (i) sell off, distribute and use all inventory, copies and products embodying the Licensed Work existing or in production at the date of termination, for a period of [number] months; (ii) continue to exploit all Derivative Works to the extent of the Licensee's own contributions and, in respect of embedded portions of the Licensed Work, to the extent reasonably necessary to do so; and (iii) retain archival copies of the Licensed Work.

Termination or expiry shall not affect any sublicense granted by the Licensee prior to termination, which shall continue in accordance with Section 6, nor any rights, remedies, obligations or liabilities accrued up to the date of termination.

Where this Agreement is terminated by the Licensor on account of the Licensee's non-payment, the Licensor's sole remedy shall be to recover the unpaid License Fee, together with interest under Section 7, and the rights of any sublicensee and the Licensee's ownership of Derivative Works shall not be affected.

The following provisions shall survive expiry or termination: Sections 1, 5, 6 (as to existing sublicenses), 8, 10, 12, 13, 15, 16, 17 and 18, and any other provisions which by their nature are intended to survive.

The Licensor shall, upon expiry or termination, execute all documents necessary to give effect to this Section and to cancel any recordal of the license, where applicable.

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party"), shall use it solely for the purposes of performing or exercising its rights under this Agreement, and shall not disclose it to any third party except as permitted herein, applying at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

The Receiving Party may disclose Confidential Information to its Affiliates, officers, employees, advisers, financiers, insurers, prospective acquirers, assignees and sublicensees who need to know it for purposes related to this Agreement and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is lawfully obtained from a third party without restriction; (iv) is independently developed without use of the Disclosing Party's Confidential Information; or (v) is required to be disclosed by law, regulation, court order or stock exchange rule, in which case the Receiving Party shall, where lawful, give prompt notice to the Disclosing Party.

The Licensor acknowledges that the Licensed Work, once delivered, may be freely published, distributed and exploited by the Licensee and that nothing in this Section shall restrict the Licensee's exploitation of the Licensed Work, any Derivative Work, or the exercise of its rights under this Agreement. The Licensor shall not disclose any unpublished Licensed Work or the Licensee's plans for its use.

The Licensor shall not make any public announcement or press release regarding this Agreement or the Licensee without the Licensee's prior written consent. The Licensee may disclose the existence of this Agreement and its general nature, but not the License Fee, other than as required by law or to its advisers, auditors, investors and financiers.

The obligations in this Section shall continue during the Term and for a period of [number] years thereafter, save that confidentiality obligations in respect of trade secrets and unpublished materials shall continue for as long as such information remains confidential.

The Parties agree that damages may be an inadequate remedy for breach of this Section, and the Disclosing Party shall be entitled to seek injunctive relief without the need to prove actual damages or post bond.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination (a "Dispute"), through negotiations between senior executives of the Parties for a period of [number] days following written notice of the Dispute.

If the Dispute is not resolved within that period, it shall be finally settled by [arbitration under the rules of [arbitration institution] by [one/three] arbitrator(s) appointed in accordance with such rules] [or: the exclusive jurisdiction of the courts of [jurisdiction/city]]. The seat (place) of arbitration shall be [city, country], and the language of the proceedings shall be English.

Any award rendered shall be final and binding upon the Parties, and judgment upon the award may be entered in any court having jurisdiction. The prevailing Party shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party, as determined by the tribunal or court.

Notwithstanding the foregoing, the Licensee may at any time seek interim, conservatory, injunctive or other equitable relief from any court of competent jurisdiction, in any part of the Territory, to protect or enforce the Licensed Rights, its rights under this Agreement or its Confidential Information, and no such application shall be deemed a waiver of the right to arbitrate.

The Licensor shall continue to perform its obligations under this Agreement, including its obligations regarding the exclusivity of the license and the delivery of materials, pending the resolution of any Dispute, and shall not suspend or withhold performance, or the Licensee's access to the Licensed Work, on account of the Dispute.

Each Party irrevocably waives any objection to the venue or forum selected pursuant to this Section on grounds of inconvenience, and irrevocably consents to service of process by notice in accordance with Section 18.

All notices under this Agreement shall be in writing, in English, and shall be delivered by hand, by internationally recognized courier, or by email with confirmation of transmission, to the addresses set out in the signature section (or such other address as a Party may designate by notice). Notices shall be deemed received upon delivery if by hand or courier, or on the next Business Day following transmission if by email.

This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter, and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both Parties.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise. Any waiver must be in writing and signed by the waiving Party. The rights and remedies of the Licensee under this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to effect the Parties' intent, and the remaining provisions shall continue in full force and effect.

Neither Party shall be liable for any failure or delay in performance (other than payment obligations or the Licensor's obligations under Section 2) resulting from events beyond its reasonable control, including natural disaster, war, terrorism, epidemic, governmental action or failure of public utilities, provided that it promptly notifies the other Party and uses reasonable efforts to resume performance.

The Licensor is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between the Parties. Neither Party has authority to bind the other.

Each Party shall, at the request of the other, execute such further documents and take such further actions as may be reasonably required to give full effect to this Agreement. The Licensor shall bear its own costs of doing so, and the Licensee shall bear its own.

Except for the Licensee Indemnitees and sublicensees, who are intended third-party beneficiaries of the relevant provisions, no person other than the Parties shall have any right to enforce this Agreement. This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.