SayPro Licensing Agreement Template
This Licensing Agreement (the “Agreement”) is entered into by and between:
SayPro Inc. (the “Licensor”),
[Insert Licensor’s Address]
AND
[Partner School/District Name] (the “Licensee”),
[Insert Licensee’s Address]
The parties agree to the following terms and conditions governing the use of SayPro’s educational platform and associated materials:
1. DEFINITIONS
- Platform: Refers to SayPro’s online learning and teaching management system, including all software, tools, resources, and content provided to Licensee.
- Licensed Users: Teachers, students, and other designated users who will access and use the Platform under this Agreement.
- Term: The period during which the Licensee is authorized to use the Platform, as outlined in Section 3.
- Royalty Fee: The percentage of revenue or fixed fee the Licensee will pay to SayPro as part of the licensing agreement.
2. GRANT OF LICENSE
2.1 License Grant
SayPro hereby grants to the Licensee a non-exclusive, non-transferable license to use the Platform for educational purposes in accordance with the terms and conditions set forth in this Agreement.
2.2 Usage Rights
Licensee is authorized to provide access to the Platform for the Licensee’s Licensed Users within the school district or institution, as described in the Agreement.
2.3 Access Restrictions
Licensee agrees not to copy, modify, or distribute the Platform, and will ensure that all Licensed Users comply with the terms of this Agreement.
3. TERM AND TERMINATION
3.1 Term
The initial term of this Agreement will begin on the effective date (the “Effective Date”) and continue for a period of one (1) year. The term may be renewed upon mutual written agreement of both parties.
3.2 Termination
This Agreement may be terminated by either party:
- By providing 30 days written notice to the other party.
- Immediately if either party fails to comply with any material terms of this Agreement and does not remedy the failure within 30 days of notice.
3.3 Effect of Termination
Upon termination of this Agreement, the Licensee agrees to discontinue all access and usage of the Platform and return or destroy any proprietary content provided by SayPro.
4. ROYALTY STRUCTURE AND PAYMENT TERMS
4.1 Royalty Fees
The Licensee agrees to pay SayPro the following royalty fees:
- A [Percentage]% royalty fee on gross revenue generated by the Licensee’s use of the Platform.
- Alternatively, a flat annual fee of [$Amount] for the use of the Platform, to be paid in installments as outlined below.
4.2 Payment Schedule
- Payment will be due on a quarterly basis, with the first payment due [Date] and subsequent payments due on the [Day] of each quarter.
- The Licensee will remit payment by bank transfer or another mutually agreed-upon payment method.
4.3 Late Payments
Any payments not received within [X] days of the due date will incur a late fee of [Late Fee Percentage]% of the outstanding balance per month.
5. PLATFORM ACCESS AND SUPPORT
5.1 Access
The Licensee will have access to the Platform for [number] Licensed Users. Additional licenses may be purchased as needed.
5.2 Platform Updates
SayPro agrees to provide regular updates, enhancements, and bug fixes to the Platform at no additional charge during the Term of the Agreement.
5.3 Technical Support
SayPro will provide technical support to the Licensee during business hours via email, phone, or the online helpdesk system.
5.4 Training
SayPro will offer training sessions for Licensee’s [number] staff members as part of the implementation process, and additional training can be arranged for a fee.
6. CONFIDENTIALITY AND DATA PROTECTION
6.1 Confidentiality
Both parties agree to maintain the confidentiality of each other’s proprietary and confidential information. This includes, but is not limited to, information regarding business operations, trade secrets, and any proprietary technology related to the Platform.
6.2 Data Privacy and Security
SayPro will ensure that all personal data processed through the Platform complies with applicable data privacy regulations (e.g., GDPR, FERPA). SayPro agrees to safeguard any student or staff data provided by the Licensee in accordance with data protection laws.
7. INTELLECTUAL PROPERTY
7.1 Ownership
SayPro retains all rights, title, and interest in and to the Platform, including all intellectual property rights. The Licensee is granted a limited license to use the Platform in accordance with this Agreement, but no ownership rights are transferred.
7.2 Licensee Content
The Licensee retains ownership of any content it uploads or creates within the Platform, including any user-generated data, and grants SayPro a non-exclusive license to use such content for the purposes of providing services under this Agreement.
8. LIMITATION OF LIABILITY
8.1 Limitation
In no event shall SayPro be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data or profits, arising out of or related to this Agreement.
8.2 Indemnity
The Licensee agrees to indemnify and hold SayPro harmless from any claims, damages, liabilities, or expenses arising out of the Licensee’s use of the Platform in violation of this Agreement.
9. DISPUTE RESOLUTION
9.1 Arbitration
Any disputes under this Agreement will be resolved through binding arbitration in the jurisdiction of [Insert Location], and the prevailing party will be entitled to recover reasonable attorney’s fees.
10. MISCELLANEOUS
10.1 Entire Agreement
This Agreement represents the entire understanding between the parties and supersedes all prior agreements, oral or written, relating to the subject matter herein.
10.2 Amendments
Any amendments to this Agreement must be in writing and signed by both parties.
10.3 Force Majeure
Neither party will be liable for failure or delay in performance under this Agreement due to causes beyond their reasonable control, including acts of nature, government regulations, or technological disruptions.
11. SIGNATURES
For SayPro Inc.
Name: ___________________
Title: ___________________
Signature: _______________
Date: ___________________
For [Partner School/District Name]
Name: ___________________
Title: ___________________
Signature: _______________
Date: ___________________
Conclusion:
This SayPro Licensing Agreement Template is designed to clarify the terms of partnership between SayPro and the school/district, including royalty structures, platform access, support, and other essential provisions. Both parties should review and modify the terms based on specific needs and legal requirements before finalizing the agreement.