Technology License

Last Updated

23 October 2017

 

Introduction

License agreement between ...Merchant Couriers (“Licensor“) and.....The Company Registering An Account on Merchant Couriers Fleetstar.......... (“Licensee“). The License Agreement is made effective by the date when the Licensee begins to test and use this platform for business, proof of which happens by accepting the terms of this agreement, either in writing or in electronically, via Merchant Couriers Company registration systems. .

 

Subject Matter

The content of this License Agreement is for the use of Fleetstar A Delivery (goods shipping) Management Software Technology product and operative procedures (“Licensed Good”) which is under the property right of ….Merchant Couriers [The Licensor].
The Licensee is permitted by the Licensor to use the Licensed Good in order to [operate business, use, provide or sell services] using the (“Licensed Good”). To enable the use of the Licensed Good the Licensor will support the Licensee with necessary training fractions ..........to the extent of how to use the licenced good and how to conduct business operations with it upon signing up to use Fleetstar.
The Licensee and its authorised users commit the confidential agreements: (a) .........to not disclose or expose any intricate parts or details of this technology (“Licensed Good”) software code or functionality, to any software developers or IT technicians, or industry competitor except those provided by the licensor for maintenance purposes. (b) ......To not amend this technology intricate parts or details, that is software code or functionality (“Licensed Good”) which is the right reserved of the licensor only. .

 

Extent of License: Exclusive or Non-Exclusive

The Licensee has an exclusive right in terms of conditions of this License Agreement to [operate business, use, provide or sell services] using the Licensed Good [worldwide & in a specific territory] as per agreement with the Licensor.
. The Licensee accepts a non-exclusive right in terms of conditions of this License Agreement to [operate business, use, provide or sell services] using the Licensed Good [worldwide & in a specific territory]
If the Licensor agrees with a third party about the respective Licensed Good to provide more favourable conditions, the Licensor obligates to renew the present License Agreement and to give the Licensee the same favourable conditions as to the third party.

 

Permitted Territory

The licensed territory is the country in which the operator is licenced to operate from. The Licensee is not permitted to make, use or sell the Licensed Good outside their defined territory of business operations.

 

Sub-license

The Licensee has no right to grant a sub-license in its territory or regenerate revenues from the sub-license, outside of these originall agreed terms. Every account is for the company registered only. If Licensee does sub-license, the licensor has the right to terminate this agreement, if the licensee does note turn away from such sub license arrangements.
The Licensee agrees to notify the licensor of any intent to sub-license the technology outlined here, upon which the licensor will have to decide whether it is of benefit to the core business for which it was created and if so, the licensor is allowed to be the licence arrangements meetings. Any sub-license agreement needs the prior permission of the Licensor..

 

Improvements

Changes and Improvements by the Licensee
All improvements to the Licensed Good have to be reported by the Licensee to the Licensor. Improvements in this sense include any advances which can be directly used or applied by the Licensed Good and which are patentable.
Improvements by the Licensor
The Licensors agrees to inform the Licensee about all improvements to the Licensed Good. The Licensee has the right to be licensed to the respective new technology by the conditions of this License Agreement, during the term in which the partnership agreement is valid for.

 

Terms

The License Agreement runs effective from date of project commencement, on or before the customer pays for any of the pricing packages.

 

Fees

Lump Sums
The Licensor and the Licensee agree about a lump sum in the amount of a apid monthly, or yearly subscription fees in USD or the equivalent thereof for the use of the licenced good. The lump sum has to be paid to licensor on a monthly basis after before the previous month's subscription expires, failure to which the licensor reserves the right to terminate the services or terminate prior granted access to every aspect of the licensed good.
Reviews
The Licensor reserves the rights to review any monthly subscriptions with changing market or economic nvironments. The licesnor will notify he licensee of these changes before the successive billing month, upon which the licensee may decide to forgo using licensed good for their operations or resume with the new fees. [License paid subscriptions is pegged against the number of drivers the company registers on the paltform or intends to register within the Fleetstar delivery management technology. The conditions can be further negotiated and specified, in writing if licensee would like to have some changes or special custom made arrangements.] .

 

Infringement

In case of financial disadvantages following an infringement due to the licensee producing, practicing or selling the Licensed Good without permission by the Licensor, the parties shall meet for agreement over appropriate actions. Licensee and Licensor will share the costs of eventual necessary legal effects by 75% and 25% respectively.

 

Representations and Warranties:

a) Licensor owns the Licensed Good and its legal property rights, which gives the right to grant the respective license. The Licensor possess the contractual right to grant the License in case of improvements of the Licensed Good. b) The Licensed Good and its property rights are valid accordingly to the knowledge of the Licensor at the date of signature. c) The use of the Licensed Good is to be implemented pursuant to the knowledge of Licensor without any exceptions. d) The Licensee will have no liabilities or obligations to the Licensor’s IPR-portfolio or License improvements. e) On the request from the licensee, the Licensor will provide the Licensee access to the Licensed Good and facilities and trainings agreed upon in the contract without further consideration. f) The Licensor will inform the Licensee immediately in case legal changes affecting the Licensed Good emerge. .

 

Licensor and Licensee Obligations


Licensor Obligations
a) The Licensor provides the relevant technology required for the use of the Licensed Good b) The Licensor maintains the power of the license in the territory.
Licensee Obligations
a) The Licensee will undertake all necessary steps to successfully manufacture and market the Licensed Good in the present territory. b) The Licensee takes properly care of the entrusted Licensed Good and other properties of the Licensee. .

 

Governing Law

This Agreement will be interpreted and construed according to, and governed by, the laws of Licencees country of operations, where the licencees business has been granted necessarry licences and legal rights to operate therein. Any dispute regarding non-compliance wot this agreement shall be examined under jurisdiction of these laws.

 

Merchant Couriers Contact Information

Email: admin@merchantcouriers.co.zw Address: 60 The Chase, Mt Pleasant, Harare, Zimbabwe Telephone: +263772467352 or +263779495409

 

ADDRESS

  • Address: Harare
    Zimbabwe
  • Email: admin@merchantcouriers.co.zw
  • Website: www.merchantcouriers.co.zw
  • Mobile No: +263772467352

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