SayPro Licensing and Royalty Agreement
1. Introduction
This Licensing and Royalty Agreement (the “Agreement”) is entered into by and between SayPro (“Licensor”), and [School Name] (“Licensee”), collectively referred to as “the Parties.” This Agreement outlines the terms under which SayPro will grant the Licensee access to its educational content, tools, and resources (“Licensed Content”) for use within the school’s curriculum and classrooms.
This Agreement establishes clear payment terms, usage limits, and rights granted to the Licensee, ensuring that both Parties benefit from this collaboration while maintaining the integrity of SayPro’s intellectual property.
2. Definitions
- Licensed Content: Refers to all digital educational tools, resources, e-learning modules, lesson plans, study materials, videos, interactive exercises, and any other content provided by SayPro.
- License Period: The duration for which the Licensee is authorized to use the Licensed Content, as specified in Section 4.
- End Users: Refers to students and educators who will access and utilize the Licensed Content under this Agreement.
3. Grant of License
- Scope of License:
SayPro grants the Licensee a non-exclusive, non-transferable license to access, use, and incorporate the Licensed Content into its curriculum for educational purposes only, within the Licensee’s premises and for the benefit of its students and teachers. - Usage Limits:
The Licensee may use the Licensed Content for the following purposes:- For in-classroom instructional activities.
- For student assignments, quizzes, and assessments.
- For teacher development and training.
- On school-owned or approved devices and platforms (e.g., tablets, computers).
- Distribute, sell, lease, or sublicense the Licensed Content.
- Reproduce, modify, or create derivative works based on the Licensed Content, except as expressly allowed under this Agreement.
- Use the Licensed Content outside the approved scope (i.e., for commercial or non-educational purposes).
- End Users:
The Licensee may provide access to the Licensed Content to teachers, students, and authorized staff members (referred to as “End Users”). The total number of End Users will be specified in the Agreement based on the chosen licensing model (per-student, per-teacher, or site-wide).
4. License Period and Renewal
- Initial License Period:
The initial term of the license will be [X] years starting from the effective date of this Agreement. - Renewal:
The Agreement may be renewed upon mutual written consent by both Parties. The Licensee will be notified of renewal terms and any price adjustments at least [90] days before the expiration of the current term. - Termination:
Either Party may terminate this Agreement with [30] days’ written notice, subject to the terms outlined in Section 8 (Termination for Cause).
5. Payment Terms
- Licensing Fees:
The Licensee agrees to pay the Licensor the licensing fees outlined below:- Subscription Fee: A fixed fee of $[X] per year for [X] teachers and [X] students.
- Per-Use Fee: A fee of $[X] per student for each usage of certain premium content or tools.
- Other Fees: Specify any additional charges for specialized tools or resources, if applicable.
- Payment Schedule:
Payments will be due on an annual basis or as otherwise specified:- Payment Date: Payment is due on or before the start of each academic year.
- Late Payment: A late payment fee of [X]% will be assessed if payment is not received within [X] days of the due date.
- Invoicing:
The Licensor will issue invoices at the beginning of each subscription period or usage cycle. The Licensee agrees to pay each invoice promptly.
6. Royalties
- Royalty Payments:
The Licensee agrees to pay SayPro a royalty fee based on the following model:- Royalty Rate: A royalty fee of [X]% of any income or revenue generated by the Licensee from selling or distributing the Licensed Content to third parties (e.g., if the Licensee creates a paid educational program using SayPro’s content).
- Royalty Payment Schedule: Royalties will be paid [quarterly/annually] based on actual usage or sales, with payments due within [X] days of the end of the reporting period.
- Royalty Reports:
The Licensee agrees to submit detailed usage and revenue reports to SayPro on a regular basis, detailing the number of students, teachers, and other relevant metrics. These reports must be provided by the end of each [quarter/year].
7. Rights and Ownership
- Ownership of Content:
SayPro retains all intellectual property rights to the Licensed Content, including all copyrights, trademarks, patents, and other proprietary rights. The Licensee does not acquire any ownership interest in the Licensed Content by virtue of this Agreement. - Rights to Modify Content:
The Licensee may not modify or adapt the Licensed Content without written consent from SayPro. Any modifications made by SayPro to the content (such as updates, revisions, or enhancements) will be included as part of the Licensee’s access. - Licensor’s Right to Audit:
SayPro reserves the right to audit the Licensee’s use of the Licensed Content, including access logs and usage reports, to ensure compliance with the terms of this Agreement.
8. Termination
- Termination for Cause:
Either Party may terminate this Agreement if the other Party breaches any material provision of this Agreement and fails to cure the breach within [30] days of receiving written notice of such breach. - Termination for Convenience:
The Licensee may terminate this Agreement for convenience by providing [30] days’ written notice to SayPro. The Licensor may terminate this Agreement for convenience by providing [90] days’ written notice to the Licensee. - Effect of Termination:
Upon termination or expiration of this Agreement, the Licensee shall immediately cease using the Licensed Content and ensure that all copies are deleted or returned to SayPro. No refunds will be issued for any fees paid.
9. Confidentiality and Data Protection
- Confidentiality:
Both Parties agree to keep confidential any proprietary information, data, and materials shared during the course of the Agreement. This includes, but is not limited to, pricing, content, and any non-public business practices. - Data Protection:
Both Parties agree to comply with relevant data protection laws (such as GDPR or CCPA) when processing student and teacher data. SayPro will handle all data securely and will not share it with third parties without prior consent from the Licensee.
10. Indemnification and Liability
- Indemnification:
The Licensee agrees to indemnify and hold harmless SayPro from any claims, damages, liabilities, and expenses arising from the Licensee’s unauthorized use of the Licensed Content or breach of this Agreement. - Limitation of Liability:
SayPro’s liability for any claim related to this Agreement shall be limited to the amount paid by the Licensee under this Agreement during the 12 months prior to the event causing the liability.
11. Miscellaneous
- Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. - Entire Agreement:
This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements or understandings, whether written or oral. - Amendment:
This Agreement may only be amended in writing, signed by both Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Licensing and Royalty Agreement as of the date first written above.
SayPro (Licensor):
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
[School Name] (Licensee):
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
This Licensing and Royalty Agreement provides clear terms to ensure both SayPro and the school benefit from the partnership, with well-defined content usage, payment structures, and rights for both Parties.
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