SayPro Licensing Agreement
This Licensing Agreement (“Agreement”) is entered into as of the ___ day of ________, 20, by and between:
SayPro Inc. (“Licensor”), a company incorporated under the laws of [State/Country], with its principal place of business at [Address],
and
[School District Name or School Name] (“Licensee”), a school or educational institution organized under the laws of [State/Country], with its principal place of business at [Address].
1. DEFINITIONS
- “Platform” refers to the educational software and digital tools provided by SayPro, including all its features, modules, applications, and any associated updates or enhancements.
- “Licenses” refers to the usage rights granted by the Licensor to the Licensee under this Agreement.
- “Royalty Fees” refers to the fees payable to the Licensor based on the Licensee’s revenue or the number of users, as outlined in the “Royalty Structure” section.
- “Payment Schedule” refers to the schedule for royalty and licensing payments outlined in this Agreement.
- “Term” refers to the duration of this Agreement.
2. GRANT OF LICENSE
The Licensor hereby grants the Licensee a non-exclusive, non-transferable, and limited license to use the SayPro Platform in accordance with the terms of this Agreement. The license is granted for educational purposes and only for use within the Licensee’s educational institution.
3. LICENSED USE
- The Licensee is authorized to use the Platform for [primary and secondary] educational purposes, including:
- Accessing, using, and customizing the digital tools provided by the Platform for teaching and learning activities.
- Assigning licenses to teachers, students, and administrative staff as part of the Licensee’s educational operations.
- Using the Platform’s features such as lesson planning, assessments, and tracking student progress in alignment with curriculum goals.
- The Licensee is not permitted to:
- Sub-license, sell, lease, rent, or otherwise transfer or distribute the Platform to third parties.
- Modify, reverse-engineer, or decompile any part of the Platform without prior written consent from the Licensor.
4. ROYALTY STRUCTURE
The Licensee agrees to pay the Licensor royalty fees based on the following structure:
- Royalty Fee Calculation:
- Per User Fee: The Licensee shall pay a fee of [Fee Amount] per student, teacher, or administrator accessing the Platform.
- Revenue Share Fee: If the Licensee generates revenue from the use of the Platform, the Licensor is entitled to a [Percentage]% royalty on the total revenue generated from the use of the Platform.
- Royalty Payment Terms:
- Royalty payments are due on a [Monthly/Quarterly/Annual] basis.
- Payments shall be made within [30] days following the end of the payment period, accompanied by a report detailing the number of users, revenue (if applicable), and other required information.
- Payment shall be made via bank transfer, check, or other mutually agreed-upon method.
- Late Payments:
- In the event that payments are not made on time, a late fee of [Late Fee Percentage]% per month will be applied to the outstanding balance, starting from the first day after the due date.
5. TERM AND TERMINATION
- Term:
This Agreement shall commence on the Effective Date and continue for a period of [One Year/Two Years/Other] unless terminated earlier as provided herein. - Renewal:
Upon the expiration of the initial Term, this Agreement may be renewed for successive terms of [One Year/Other] upon mutual written consent of the parties. The renewal terms will be subject to renegotiation, including potential adjustments to the Royalty Structure. - Termination for Convenience:
Either party may terminate this Agreement for any reason upon providing [60/90] days written notice to the other party. - Termination for Cause:
The Licensor may terminate this Agreement immediately if:- The Licensee fails to make timely payments after [30] days of written notice of default.
- The Licensee breaches any other material provision of this Agreement and fails to cure the breach within [30] days of notice.
- Effect of Termination:
Upon termination of this Agreement, the Licensee shall immediately cease using the Platform and destroy or return all copies of the Platform, documentation, and other materials provided by the Licensor.
6. SUPPORT AND MAINTENANCE
- Licensor’s Responsibilities:
The Licensor shall provide technical support for the Platform, including troubleshooting, updates, and enhancements during the Term of this Agreement. The Licensor will make reasonable efforts to ensure the Platform is operational and bug-free. - Licensee’s Responsibilities:
The Licensee agrees to maintain the required technical infrastructure, including internet access and devices, to support the use of the Platform.
7. INTELLECTUAL PROPERTY
- The Licensee acknowledges that the Platform, including all its features, modules, content, and related intellectual property, is the exclusive property of the Licensor.
- The Licensee shall not claim any ownership rights to the Platform or its associated content. All rights not expressly granted to the Licensee under this Agreement are reserved by the Licensor.
8. CONFIDENTIALITY
- Both parties agree to maintain the confidentiality of all proprietary information related to the Platform, this Agreement, and any other information disclosed during the course of this partnership.
- This confidentiality obligation shall survive the termination or expiration of this Agreement.
9. INDEMNIFICATION AND LIABILITY
- Indemnification by Licensee:
The Licensee agrees to indemnify and hold the Licensor harmless from any claims, damages, or liabilities arising from the Licensee’s use of the Platform, including any infringement of third-party rights or misuse of the Platform. - Indemnification by Licensor:
The Licensor agrees to indemnify and hold the Licensee harmless from any claims, damages, or liabilities arising from the Platform’s infringement of any intellectual property rights. - Limitation of Liability:
In no event shall the Licensor be liable for any indirect, incidental, or consequential damages arising from the use or inability to use the Platform, even if the Licensor has been advised of the possibility of such damages.
10. MISCELLANEOUS
- Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflicts of law principles. - Dispute Resolution:
Any disputes arising under or related to this Agreement shall be resolved through [Arbitration/Mediation] in [Location], in accordance with the rules of [Arbitration Institution]. - Force Majeure:
Neither party shall be liable for failure to perform under this Agreement if such failure is caused by events beyond its reasonable control, including but not limited to natural disasters, wars, and acts of government.
11. SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Licensor:
Signature: _________________________
Name: ___________________________
Title: ____________________________
Date: _____________________________
Licensee:
Signature: _________________________
Name: ___________________________
Title: ____________________________
Date: _____________________________
Exhibit A: Royalty Payment Schedule
[Insert detailed payment schedule, with amounts, dates, and milestones if applicable.]
This Licensing Agreement provides a framework for the legal usage of SayPro’s platform, detailing the terms and expectations related to royalties, payments, intellectual property, support, and more.
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