Description

COMMERCIAL LICENSING AGREEMENT

Effective Date: The date on which the transaction is completed on the ecommerce website.

Parties:

• Licensor:
  Transaction Name: [Licensor Transaction Name]
  Email Address: [Licensor Email Address]

• Licensee:
  Transaction Name: [Licensee Transaction Name]
  Email Address: [Licensee Email Address]

Recitals:
WHEREAS, the Licensor is the owner of certain intellectual property rights (the “Licensed IP”), and
WHEREAS, the Licensee desires to obtain a commercial license for the Licensed IP on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

1.1 Licensed IP: Refers to the intellectual property rights owned by the Licensor that are subject to this Agreement. No further details regarding the nature of the Licensed IP are disclosed herein.

1.2 Term: The period commencing on the Effective Date and continuing for one (1) year, unless terminated earlier as provided herein.

1.3 Annual Fee: The fee for the one-year license, which is set at [Insert Listed Price in applicable currency].

2. Grant of License

The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, and revocable license to use, reproduce, display, and exploit the Licensed IP for commercial purposes, strictly in accordance with the terms and conditions of this Agreement. No other rights, title, or interest in the Licensed IP are conveyed herein.

3. Payment Terms

3.1 The Licensee shall pay the Licensor the Annual Fee of [Insert Listed Price] within thirty (30) days of the Effective Date.
3.2 Payment shall be rendered in [Currency] via the ecommerce platform’s payment system to the account designated by the Licensor.
3.3 The Annual Fee is non-refundable. Failure to remit the Annual Fee within the specified period shall constitute a material breach of this Agreement.

4. Term and Termination

4.1 Term: This Agreement shall remain in full force and effect for one (1) year commencing on the Effective Date.
4.2 Termination for Breach: Either party may terminate this Agreement by providing thirty (30) days’ written notice (via the ecommerce platform’s messaging system or registered email) to the other party if a material breach occurs and remains uncured during the notice period.
4.3 Post-Termination: Upon termination or expiration, the Licensee shall immediately cease all use of the Licensed IP and, at the Licensor’s direction, return or destroy all related materials.

5. Confidentiality

The Licensee agrees to maintain the confidentiality of all information expressly related to the Licensed IP and the terms of this Agreement. Such information shall not be disclosed to any third party without the prior written consent of the Licensor and must be protected with at least the same degree of care as the Licensee affords its own confidential information. This obligation shall survive termination or expiration of this Agreement.

6. Representations and Warranties

6.1 Licensor’s Representations:

• The Licensor warrants that it is the lawful owner of the Licensed IP and has full authority to grant the license herein.

6.2 Licensee’s Representations:

• The Licensee warrants that it will use the Licensed IP only in compliance with all applicable laws and regulations and will not engage in any activity that might adversely affect the Licensor's ownership or reputation.

7. Indemnification

The Licensee agrees to indemnify, defend, and hold harmless the Licensor from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to the Licensee’s use of the Licensed IP.

8. Limitation of Liability

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Governing Law and Dispute Resolution

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction, e.g., “England and Wales”].
9.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of [Arbitration Institution] held in [Location].

10. Miscellaneous

10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter herein, superseding all prior and contemporaneous understandings, whether written or oral.
10.2 Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties via the ecommerce platform’s mechanism for recording user approvals (using the registered transaction names and email addresses).
10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable in any respect, such invalidity shall not affect the enforceability of any other provision, and the invalid provision shall be reformed to reflect the original intent as closely as possible.
10.4 Assignment: The Licensee may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Licensor; provided that any permitted assignee shall assume all obligations hereunder.

11. Acceptance and Execution

By completing the transaction on the ecommerce website, the Licensor and Licensee affirm that they have read, understood, and agreed to be bound by the terms of this Agreement. The parties acknowledge that the Effective Date is the date on which the transaction is completed on the ecommerce website, and that their ecommerce transaction names and registered email addresses shall serve as their legally binding signatures for this Agreement, with no additional physical signatures or mailing addresses required.