SayPro Licensing and Royalty Agreement Template
[School/District Name]
Licensing and Royalty Agreement
Date: [Insert Date]
1. Introduction
This Licensing and Royalty Agreement (“Agreement”) is entered into by and between SayPro, a company providing digital educational resources, and [School/District Name] (“Licensee”), for the purpose of licensing SayPro’s educational content and resources to enhance the teaching and learning experience at the school(s) listed below. The terms outlined in this Agreement govern the usage of the digital content and the corresponding royalty payments.
2. Definitions
- SayPro’s Content: Digital educational tools, resources, lesson plans, e-learning modules, interactive materials, and any other educational content provided by SayPro under this Agreement.
- License: The permission granted by SayPro to Licensee to use SayPro’s Content as specified in this Agreement.
- Royalty Payments: Payments based on the usage of SayPro’s Content in the classroom, as detailed in Section 5.
- Licensee: The school or district receiving the license to use SayPro’s Content.
- Term: The duration of this Agreement, as defined in Section 3.
3. Term of Agreement
- Initial Term: This Agreement shall commence on the Effective Date and remain in effect for [1 Year / 3 Years / 5 Years], unless terminated earlier according to the terms herein.
- Renewal: After the initial term, this Agreement will automatically renew for additional terms of [1 Year / 3 Years] unless either party gives written notice of non-renewal at least [30 days] prior to the end of the current term.
- Termination: Either party may terminate this Agreement for any reason by providing [60 days] written notice to the other party. Upon termination, all rights granted under this Agreement will revert to SayPro.
4. License Grant
- License to Use Content:
SayPro grants Licensee a non-exclusive, non-transferable license to use SayPro’s Content during the term of this Agreement. The license is granted for use in the classrooms of the licensed school(s) and may be accessed by teachers and students. - License Scope:
The license is granted for the following use:- Access to SayPro’s digital platform and educational content.
- Integration of interactive lessons, quizzes, study guides, and other educational tools into the classroom.
- Ability for teachers to modify and customize content where applicable for instructional purposes.
- Limitations:
Licensee may not:- Distribute, sell, or sublicense the Content to any third party.
- Use the Content for commercial purposes outside the educational context.
- Share access credentials with unauthorized users outside of the licensed school(s).
5. Royalty Payments and Financial Terms
- Payment Structure:
Licensee agrees to pay SayPro royalties based on usage of the Content as outlined below:- Per-Student Fees:
- [Insert amount] per student, per year, based on the total number of students using the Content at the licensed school(s).
- Subscription Fees:
- [Insert subscription rate] per school per year.
- Usage-Based Royalties:
- Royalties will also be calculated based on the frequency and extent of use of SayPro’s digital resources in the classroom.
- Per-Student Fees:
- Payment Schedule:
Payments will be made [quarterly / annually] and are due on the [15th day] of the month following the end of each payment period. An invoice will be provided by SayPro to Licensee detailing the number of students/users and the royalty amounts due. - Late Payments:
Any payments not received within [30 days] of the due date will incur a late fee of [X%] per month on the overdue amount.
6. Rights and Responsibilities
6.1. SayPro’s Responsibilities
- Provide access to the digital platform and educational content in accordance with the terms of this Agreement.
- Offer training materials and support to Licensee’s teachers for effective use of the Content.
- Provide regular updates and improvements to the Content as necessary.
- Ensure that the Content remains compliant with relevant educational standards and regulations.
6.2. Licensee’s Responsibilities
- Ensure that only authorized users (teachers and students) access SayPro’s Content.
- Use the Content only in accordance with the terms of this Agreement.
- Provide feedback to SayPro regarding the use of the Content and any suggested improvements.
- Ensure timely payment of royalties and licensing fees as outlined in Section 5.
- Maintain adequate technological infrastructure to support the delivery and use of digital content.
7. Intellectual Property
- Ownership:
SayPro retains full ownership of all intellectual property rights, including copyrights, trademarks, and patents, related to the Content. Licensee acknowledges that it does not have ownership or rights to any of SayPro’s intellectual property, except for the limited license to use the Content as specified in this Agreement. - Protection of IP:
Licensee agrees to take all reasonable steps to protect SayPro’s intellectual property and will not reverse engineer, decompile, or disassemble the Content.
8. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the course of this Agreement. This includes, but is not limited to, curriculum plans, licensing terms, pricing structures, and any non-public business information. The confidentiality obligations shall survive the termination of this Agreement.
9. Indemnity and Liability
- Indemnification by SayPro:
SayPro agrees to indemnify and hold Licensee harmless from any claims, damages, or liabilities arising from SayPro’s infringement of intellectual property rights or other acts of negligence. - Indemnification by Licensee:
Licensee agrees to indemnify and hold SayPro harmless from any claims, damages, or liabilities arising from the unauthorized use of the Content or failure to comply with the terms of this Agreement. - Limitation of Liability:
In no event shall SayPro be liable for any indirect, incidental, or consequential damages arising from the use of the Content, even if SayPro has been advised of the possibility of such damages.
10. Dispute Resolution
- Mediation:
Any disputes arising out of or related to this Agreement will first be addressed through informal discussions between the parties. If the issue remains unresolved, the parties agree to attempt to resolve the dispute through mediation before seeking any other legal remedies. - Arbitration:
If mediation is unsuccessful, the dispute will be settled through binding arbitration in accordance with the rules of the American Arbitration Association.
11. General Provisions
- Force Majeure:
Neither party shall be liable for failure to perform due to events beyond their reasonable control, including natural disasters, acts of government, or technical failures. - Entire Agreement:
This Agreement constitutes the entire understanding between SayPro and Licensee, superseding any prior agreements or understandings, whether written or oral, regarding the subject matter hereof. - Amendment:
Any changes or amendments to this Agreement must be made in writing and signed by both parties.
12. Acceptance
By signing below, both parties agree to the terms and conditions set forth in this Licensing and Royalty Agreement.
SayPro Representative
Name: [Insert Name]
Title: [Insert Title]
Signature: _________________________
Date: ____________________________
School/District Representative
Name: [Insert Name]
Title: [Insert Title]
Signature: _________________________
Date: ____________________________
End of Agreement
This Licensing and Royalty Agreement Template is designed to ensure clarity and consistency in negotiations with schools for the licensing of SayPro’s digital content. It covers all essential aspects, including licensing terms, royalty payments, intellectual property rights, and dispute resolution, allowing for a smooth and legally compliant partnership.
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