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800 N. Henderson Rd.
King of Prussia, PA 19406
Are you ready for some very scary legal stuff? Don’t worry, it’s not as bad as it looks. The agreement below is what you will sign as our customer & will be between us (SPOTTED FROG DESIGN, INC.) AKA the “Licensor”, and you our lovely customer known as the “Licensee”.
WHEREAS, Licensor possesses intellectual property used in the creation and development of websites; and
WHEREAS, Licensee desires to engage Licensor to design a website (Web Design Project) in accordance with the specifications set forth on Schedule A, attached, (Specifications), in accordance with the timeline set forth in Schedule B, attached, (Timeline), and otherwise, on the terms and conditions set forth in this Agreement;
1. GRANT AND COMPENSATION
1.1 Licensor grants Licensee a non-exclusive license to use its proprietary technologies, including, but not limited to, content, data schemas, program source code, configuration files, application processes, and proprietary interfaces, which together shall be referred to as “Web Technology”. “Web Technology” may also include third party technologies incorporated by Licensor
1.2 Licensee shall pay Licensor a one time fee in the amount of __________. In addition, Licensee shall pay Licensor ___________ per month for the use of the license. This amount is due and payable in advance.
1.3 The term of this license shall be for one (1) year.
2. WARRANTIES, REPRESENTATIONS AND GUARANTEES
Subject to the disclaimers set forth in Article 6, Licensor represents that it owns the Web Technology and has the right to grant this license.
3. LICENSEE OBLIGATIONS
Licensee acknowledges that it is being granted a non-exclusive license to use the Web Technology in connection with its business only. Licensee shall have no right to sublicense or assign this grant.
In the event Licensee becomes aware of any act or event which has or may have the effect of compromising the confidentiality of all or any trade secrets or intellectual property incorporated by the Web Technology, Licensee shall promptly notify Licensor thereof, and shall consult and cooperate with Licensor with respect to mitigation of such compromise.
The Licensee shall refrain from making any use of any information it acquires in the course of using one or more components of the Web Technology.
Licensee shall keep all information it receives under this License Agreement secret and confidential, and shall not disclose the information in any manner to any person or concern except to such of Licensee’s employees as are necessarily required access to such information, Licensee shall limit the disclosure of information relating to the licensed technology to those of Licensee’s employees, as a required to use such information received hereunder and who undertake a similar obligation of confidentiality in favor of Licensor. Licensee shall disclose only so much of such information to such persons as is necessary for Licensee’s use of the information.
4. LICENSOR’S OBLIGATIONS
Licensor shall maintain its Web Technology throughout the terms of this License and shall exercise the same degree of care Licensor exercises with respect to its proprietary information.
This License Agreement sets forth the entire understanding between the parties hereto as to the instant license between the parties, and merges all prior discussions and negotiations between the parties concerning this subject matter and neither party shall be bound by any conditions, definitions, warranties, representations or guarantees relating to such subject matter other than as specifically provided in this License Agreement.
6.1 Except as otherwise provided herein, no other rights, patents, trademarks or copyrights owned by either of the parties are granted hereunder.
6.2 Licensor shall not have any obligation to disclose to Licensee any inventions or improvements developed from or relating to Web-Site Technology.
6.3 Licensor makes no warranty, express or implied, as to the usefulness or accuracy of all or any part of Web-Site Technology, including any warranty of fitness for a particular purpose or merchantability.
6.4 Licensor knows of no patent, which would be infringed by practice of all or any part of Website Technology. However, Licensor has made no search for any such patents and makes no representations concerning the non-existence of such patents.
6.5 Licensor is authorized to and may, from time to time, incorporate third party technologies, within its Web Technology.
6.6 Licensor recognizes that during the course of Licensor’s work with Licensee, Licensor may have occasion to receive information that is considered by Licensee to be confidential or proprietary, including know-how, specifications, drawings, cost or pricing data, customer or vendor lists, bills, ideas, and/or any other written or tangible material referring to the same (Confidential Information). Both during the terms of the Web Design Project and thereafter, Licensor agrees to (1) maintain in confidence such Confidential Information; (2) use all reasonable and prudent precautions to ensure that all such Confidential Information is properly protected and kept from disclosure to unauthorized persons; and (3) refrain from directly or indirectly utilizing such Confidential Information in its own business or disclosing such Confidential Information to any third party.
6.7 This is a non-exclusive license. Accordingly, Licensor may utilize, reproduce, distribute or otherwise implement similar content, formats or technologies used in the Web Technology in other websites that it designs for use by other clients. Furthermore, Licensor may alter or modify the Website Technology for use by other clients.
7.1 This License Agreement may be assigned by Licensor in whole or part.
7.2 This License Agreement shall be severable. In the event any provision(s) of this License Agreement is deemed by any court of competent jurisdiction to be unenforceable, illegal or contrary to public policy, the provision found to be unenforceable, illegal or contrary to public policy shall be stricken and the remainder of this License Agreement shall remain in force.
7.3 The failure of Licensor at any time or from time to time to exercise any right under this License Agreement shall not be deemed a waiver of such right, nor shall it prevent the party from subsequently asserting or exercising such right.
7.4 This License Agreement is deemed to be executed and performed in the State of Pennsylvania. In the event of any conflict, bother parties agree to select Pennsylvania as the sole source of jurisdiction and venue. Moreover, the terms of this agreement shall be construed and governed according to the law of the Commonwealth of Pennsylvania, County of Montgomery.
7.5 Licensor shall not be liable for any claims suffered by Licensee or any third party, resulting from any activity of Licensee under or relating to his License Agreement.
7.6 From time to time governments enact laws and levy taxes and tariffs effecting Internet electronic commerce. Licensee agrees that Licensee is solely responsible for complying with such laws, taxes and tariffs, and shall indemnify, hold harmless, protect, and defend Licensor and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorney’s fees, costs, and expenses, arising from Licensee’s exercise of Internet electronic commerce.
7.7 Ownership rights to content, including but not limited to copy, photography, artwork, graphics, graphical elements, and ownership right to the Web Technology are specifically not transferred to Licensee and remain the property of Licensor.
7.8 Notices hereunder shall be in writing, and shall be sufficiently given to the other party if addressed to such other party at the address indicated above and to:
As to Licensor: Rudolph L. Celli, Jr., Esquire, Celli and Associates, 130 West Lancaster Avenue, Suite 201, Wayne, Pennsylvania 19087, (610) 525-5380, (610) 527-7659 (f)
Upon failure of Licensee (i) to fulfill any of its obligations under this License Agreement and (ii) to remedy any such breach within five (5) days after written notice thereof by the other party, Licensor may give notice of termination of the license granted to Licensee. In the event of such termination and notice, Licensee will be required to pay Licensor for all costs incurred in the terminating the license.