This Licensing Agreement ("Agreement") is entered into as of [DATE] by and between [LICENSOR NAME] ("Licensor"), a [STATE/REGION] corporation, and [LICENSEE NAME] ("Licensee"), a [STATE/REGION] corporation.
 
WHEREAS, Licensor owns certain intellectual property rights and desires to grant a license to Licensee to use such intellectual property rights; and
 
WHEREAS, Licensee desires to obtain a license to use such intellectual property rights in accordance with the terms and conditions set forth herein;
 
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, Licensor and Licensee agree as follows:
 
1. License Grant. Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the intellectual property rights described in Exhibit A attached hereto and incorporated herein by reference (the "Licensed Intellectual Property") solely for the purposes set forth in this Agreement.
 
2. License Fee. Licensee shall pay to Licensor a license fee of [AMOUNT] for the license granted herein. The license fee shall be due and payable within [NUMBER] days of the effective date of this Agreement.
 
3. Term. The term of this Agreement shall commence on the effective date hereof and shall continue for a period of [NUMBER] years, unless sooner terminated in accordance with the terms and conditions of this Agreement.
 
4. Restrictions on Use. Licensee shall use the Licensed Intellectual Property solely for the purposes set forth in this Agreement and shall not use the Licensed Intellectual Property for any other purpose without the prior written consent of Licensor. Licensee shall not sublicense, assign, or transfer the Licensed Intellectual Property, in whole or in part, without the prior written consent of Licensor.
 
5. Quality Control. Licensee shall maintain the quality of the goods and services sold under the Licensed Intellectual Property and shall comply with all quality control standards and specifications provided by Licensor.
 
6. Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee's use of the Licensed Intellectual Property.
 
7. Termination. Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any material term or condition of this Agreement. Upon termination of this Agreement, Licensee shall immediately cease using the Licensed Intellectual Property and shall return all materials and documents containing or relating to the Licensed Intellectual Property to Licensor.
 
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without giving effect to any choice or conflict of law provision or rule.
 
9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties relating to the subject matter of this Agreement.
 
10. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
 
11. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of such party's right to thereafter enforce and compel strict compliance with every provision of this Agreement.
 
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Licensor, Licensee, and their respective successors and assigns.
 
IN WITNESS WHEREOF, the parties have executed this Licensing Agreement as of the date first above written.
 
[LICENSOR NAME]
 
By: ___________________________
 
Name: ___________________________
 
Title: ___________________________
 
[LICENSEE NAME]
 
By: ___________________________
 
Name: ___________________________
 
Title: ___________________________