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LICENSE TO USE AGREEMENT



This License to Use Agreement (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [SECOND PARTY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS Licensee wishes to obtain the right to use the Licensors [SPECIFY EQUIPMENT TO BE USED] (the Equipment), located at [FULL ADDRESS];

NOW THEREFORE in consideration of the premises, covenants and agreements contained herein, the parties agree as follows:


1.  LICENSE

1.1   GrantSubject to the terms of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, royalty free, license to use the Equipment.

1.2   FeeThe Licensee shall pay Licensor [AMOUNT] for use of its Equipment. The Licensee shall reimburse the Licensor for its share of the reasonable operating expenses for the Equipment during the Term, which expenses shall be specifically limited to utilities, repair and maintenance costs, and which expenses shall specifically exclude any technician or administrative costs.


2.  WARRANTY, LIABILITY, INDEMNITY

2.1   No Warranties or ConditionsLicensor does not represent that the use of the Equipment by Licensee will produce any specific results, that the Equipment will be fit for any purpose, or that the Equipment will not cause any damage or harm, it being the intention of the parties that no liability whatsoever will attach to Licensor out of Licensees use or inability to use the Equipment. Licensor expressly disclaims any implied warranty or condition of merchantability or fitness for a particular purpose with respect to the Equipment.

2.2    No RecourseLicensee shall have no recourse against Licensor, whether by way of any claim, suit or action for any loss, liability, damage, or cost that Licensee may suffer or incur at any time, by reason of its use or inability to use the Equipment.

2.3    Limit on LiabilityIn no event will Licensor be liable to Licensee for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit, lost or damaged data or other commercial or economic loss, arising out of any breach of this Agreement, any use or inability to use the Equipment, or any claim made by a third party, even if Licensor has been advised of the possibility of such damage or claim.

2.4    IndemnityLicensee shall defend, indemnify and hold Licensor harmless from any Claim for any personal injury (including death) or loss of or damage to any property (including the Equipment) caused by any act or omission of Licensee, its licensed affiliates, sub-contractors, agents or employees (collectively the Licensees Representatives) in connection with or related to Licensees or Licensees Representatives use of the Equipment.

3.  TERM & TERMINATION

3.1  TermThis Agreement shall terminate on [DATE], unless terminated earlier in accordance with the provisions of Subsection 3.2.

3.2  Termination by LicenseeLicensee may terminate this Agreement by written notice, which termination will be effective [NUMBER] days after receipt thereof.

3.3  Termination by LicensorLicensor may terminate this Agreement by written notice to Licensee, to take effect immediately upon the receipt thereof, if:

(a)  Licensee commits or permits a breach of any of its covenants or obligations under this Agreement and Licensee has failed to remedy such breach within [NUMBER] days after being required in writing to do so by Licensor;

(b)  Licensee becomes bankrupt or insolvent, or has a receiving order made against it, or makes an assignment for the benefit of creditors, or an order is made or a resolution is passed for the winding up of Licensee, or Licensee takes the benefit of any statute for the time being in force relating to bankrupt or insolvent debtors; or

(c)  there is any change in the ownership, management or structure of Licensee which in Licensors opinion, acting reasonably, would be inconsistent with the interests of the Licensor.

3.4  Consequence of TerminationUpon termination of this Agreement for any reason:

(a)  the rights and obligations under Section 2 (Warranty, Liability, Indemnity) or as otherwise noted in this Agreement or by implication required to survive, will survive termination of this Agreement;

(b)  Licensees rights under this agreement shall immediately cease;

(c)  Licensors rights under this agreement shall immediately cease;

(d)  Licensee shall deliver a detailed statement to Licensor of the inventory of all Licensor products located in the Equipment (the Products) as of the date of termination;  

(e)  Licensee shall immediately remove all Products from [ADDRESS WHERE EQUIPMENT IS LOCATED], and in any event no later than [NUMBER] days following the termination date. In the event the Products have not been removed by Licensee within such time period, Licensor may dispose of the Products at the expense of Licensee.


4.  GENERAL

4.1  NoticeAny notice required or permitted to be given hereunder shall be in writing and shall be effectively given if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by telecopier, telex or other similar means of electronic communication (confirmed on the same or following day by prepaid mail) addressed, in the case of notice to the Licensor as follows:

[YOUR COMPANY NAME]
[YOUR COMPLETE ADDRESS]
Attention:  [NAME], 
Facsimile:   [YOUR FAX NUMBER] 

and in the case of notice to the Licensee, as follows:
[COMPANY NAME]
[FULL ADDRESS]
Attention:   [NAME], 
Facsimile:  [FAX NUMBER] 

Any notice so given to the Licensor or the Licensee shall be deemed conclusively to have been given and received when so personally delivered or sent by telex, telecopier or other electronic communication or on the [NUMBER] business day following the sending thereof by private courier or mail. Any party hereto or others mentioned above may change any particulars of its address for notice by notice to the others in the manner aforesaid.

4.2    SeveranceIn the event that any provision of this Agreement is invalid, unenforceable or illegal, then such provision shall be severed from this Agreement and this Agreement shall be read as if such provision were not part of this Agreement.

4.3    Applicable LawThis Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of [STATE/PROVINCE] and [COUNTRY] as applicable.

4.4    Entire AgreementThis Agreement constitutes the entire contract between the parties and supersedes any previous agreement or understanding between the parties with respect to this subject matter. This Agreement may only be amended in writing, signed by both parties, which expressly states the intention to amend this Agreement.

4.5    AssignmentEither Party shall not, without the other Partys prior written consent, assign, delegate, pledge or otherwise transfer this Agreement, or any of its rights or obligations hereunder to any person.

4.6    LanguageThe parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only. 




IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


LICENSEE             LICENSOR



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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