Public offer license agreement
COMMON
This Public Offer License Agreement ("Agreement") is entered into between Komplit Europe s.r.o. IČO: 28446330, a company registered under the laws of Czech Republic, with its principal place of business at 1919, Skvorecka, Uvaly, Czech Republic, 25082 ("Licensor"), and an individual/legal entity ("Licensee") collectively referred to as the "Parties."
WHEREAS, Licensor is the owner of certain intellectual property rights and software, which Licensor wishes to license to Licensee;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties hereby agree as follows:
This Public Offer License Agreement ("Agreement") is entered into between Komplit Europe s.r.o. IČO: 28446330, a company registered under the laws of Czech Republic, with its principal place of business at 1919, Skvorecka, Uvaly, Czech Republic, 25082 ("Licensor"), and an individual/legal entity ("Licensee") collectively referred to as the "Parties."
WHEREAS, Licensor is the owner of certain intellectual property rights and software, which Licensor wishes to license to Licensee;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties hereby agree as follows:
1. DEFINITIONS
1.1 "Licensed Materials" shall mean the intellectual property rights, software, and any related materials or documentation owned or licensed by Licensor and specified in Exhibit A hereto.
1.2 "License Fee" shall mean the fee, if any, specified in Exhibit A hereto to be paid by Licensee to Licensor for the grant of the license herein.
1.1 "Licensed Materials" shall mean the intellectual property rights, software, and any related materials or documentation owned or licensed by Licensor and specified in Exhibit A hereto.
1.2 "License Fee" shall mean the fee, if any, specified in Exhibit A hereto to be paid by Licensee to Licensor for the grant of the license herein.
2. LICENSE GRANT
2.1 Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, and revocable license to use the Licensed Materials in accordance with the terms specified herein.
2.2 Licensee shall have no right to sublicense, transfer, assign, or otherwise convey the Licensed Materials to any third party without the express written consent of Licensor.
2.3 Licensee acknowledges that any use of the Licensed Materials shall be in compliance with all applicable laws and regulations, and shall not infringe upon the rights of any third parties.
2.1 Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, and revocable license to use the Licensed Materials in accordance with the terms specified herein.
2.2 Licensee shall have no right to sublicense, transfer, assign, or otherwise convey the Licensed Materials to any third party without the express written consent of Licensor.
2.3 Licensee acknowledges that any use of the Licensed Materials shall be in compliance with all applicable laws and regulations, and shall not infringe upon the rights of any third parties.
3. LICENSE FEE
3.1 In consideration for the license granted herein, Licensee shall pay Licensor the License Fee specified in Exhibit B hereto, if applicable, in accordance with the terms and conditions specified therein.
3.1 In consideration for the license granted herein, Licensee shall pay Licensor the License Fee specified in Exhibit B hereto, if applicable, in accordance with the terms and conditions specified therein.
4. TERM AND TERMINATION
4.1 This Agreement shall commence on the Effective Date specified in Exhibit A hereto and shall continue in effect until terminated by either Party in accordance with the terms hereof.
4.2 Either Party may terminate this Agreement for material breach by providing written notice to the other Party, specifying the nature of the breach, and allowing the breaching Party a reasonable period to cure such breach.
4.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Materials and return or destroy all copies of the Licensed Materials in its possession.
4.1 This Agreement shall commence on the Effective Date specified in Exhibit A hereto and shall continue in effect until terminated by either Party in accordance with the terms hereof.
4.2 Either Party may terminate this Agreement for material breach by providing written notice to the other Party, specifying the nature of the breach, and allowing the breaching Party a reasonable period to cure such breach.
4.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Materials and return or destroy all copies of the Licensed Materials in its possession.
5. DISCLAIMER OF WARRANTIES
5.1 THE LICENSED MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THEY WILL BE ERROR-FREE.
5.1 THE LICENSED MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THEY WILL BE ERROR-FREE.
5. DISCLAIMER OF WARRANTIES
5.1 THE LICENSED MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THEY WILL BE ERROR-FREE.
5.1 THE LICENSED MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE LICENSED MATERIALS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THEY WILL BE ERROR-FREE.
7. GENERAL
7.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
7.2 This Agreement may only be amended in writing and signed by both Parties.
7.3 This Agreement shall be governed by and construed in accordance with the laws of Czech Republic, without regard to its conflict of law principles.
7.4 Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of Arbitration Czech Republic, and the award of the arbitrator(s) shall be final and binding.
IN WITNESS WHEREOF, the Parties hereto have executed this Public Offer License Agreement as of the Effective Date.
7.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
7.2 This Agreement may only be amended in writing and signed by both Parties.
7.3 This Agreement shall be governed by and construed in accordance with the laws of Czech Republic, without regard to its conflict of law principles.
7.4 Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of Arbitration Czech Republic, and the award of the arbitrator(s) shall be final and binding.
IN WITNESS WHEREOF, the Parties hereto have executed this Public Offer License Agreement as of the Effective Date.