Intellectual Property License Agreement

TEMPLATE - CUSTOMIZE BEFORE USE

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Intellectual Property License Agreement (“Agreement”) is entered into as of [DATE] (“Effective Date”) by and between:

LICENSOR: Apogee Acquisitions, LLC [Address] Kansas City, Missouri (“Licensor” or “Apogee”)

LICENSEE: [OPERATING ENTITY NAME], LLC [Address] Kansas City, Missouri (“Licensee”)

RECITALS

WHEREAS, Licensor owns certain intellectual property rights, including trademarks, copyrights, trade secrets, and other proprietary information;

WHEREAS, Licensee is a wholly-owned subsidiary of Licensor engaged in [DESCRIBE BUSINESS: e.g., “retail sales of occult supplies and books” / “managed IT services” / “music production and entertainment”];

WHEREAS, Licensee desires to use certain of Licensor’s intellectual property in connection with its business operations;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 “Licensed IP” means the intellectual property listed in Exhibit A, including:

Trademarks and service marks
Copyrighted works
Trade secrets and proprietary information
Domain names
Any improvements or derivatives thereof

1.2 “Licensed Field” means the following business activities: [DEFINE SCOPE]

1.3 “Territory” means worldwide, unless otherwise specified in Exhibit A.

1.4 “Net Revenue” means gross revenue less returns, allowances, and sales taxes.

ARTICLE 2 - GRANT OF LICENSE

2.1 License Grant

Subject to the terms of this Agreement, Licensor hereby grants to Licensee a [non-exclusive / exclusive], [royalty-free / royalty-bearing] license to use the Licensed IP solely in connection with the Licensed Field within the Territory.

2.2 Sublicensing

Licensee [may / may not] sublicense the Licensed IP without prior written consent of Licensor.

2.3 Reservation of Rights

Licensor reserves all rights not expressly granted herein. Nothing in this Agreement transfers ownership of any Licensed IP to Licensee.

ARTICLE 3 - COMPENSATION

Option A: Royalty-Free (Intercompany)

3.1 Royalty-Free License Given the wholly-owned subsidiary relationship between the parties, this license is granted royalty-free. Licensee shall reimburse Licensor for direct costs incurred in maintaining, protecting, and enforcing the Licensed IP, allocated proportionally among all licensees.

Option B: Royalty-Bearing

3.1 Royalty Rate Licensee shall pay Licensor a royalty equal to [X]% of Net Revenue derived from use of the Licensed IP, payable [monthly / quarterly].

3.2 Minimum Royalty Licensee shall pay a minimum annual royalty of $[AMOUNT], regardless of Net Revenue.

3.3 Reporting Licensee shall provide Licensor with written reports of Net Revenue within [15/30] days after each [month / quarter].

3.4 Payment Royalty payments shall be due within [30] days after receipt of each report.

ARTICLE 4 - QUALITY CONTROL

4.1 Quality Standards

Licensee shall maintain quality standards for goods and services bearing the Licensed IP that are at least equal to those maintained by Licensor and shall comply with all quality guidelines provided by Licensor.

4.2 Samples and Inspection

Upon request, Licensee shall provide Licensor with samples of materials bearing the Licensed IP. Licensor may inspect Licensee’s operations to verify compliance with quality standards.

4.3 Trademark Usage

Licensee shall use trademarks in accordance with Licensor’s trademark usage guidelines, including proper trademark notices (™ or ®).

ARTICLE 5 - OWNERSHIP AND PROTECTION

5.1 Ownership

Licensee acknowledges that Licensor is the sole owner of all Licensed IP and that this Agreement does not transfer any ownership rights.

5.2 Improvements

Any improvements, modifications, or derivative works created by Licensee based on the Licensed IP shall be owned by Licensor. Licensee hereby assigns all such improvements to Licensor.

5.3 Protection

Licensee shall: (a) Not challenge Licensor’s ownership of the Licensed IP; (b) Promptly notify Licensor of any infringement or unauthorized use; (c) Cooperate with Licensor in protecting the Licensed IP; (d) Not register any trademarks, domain names, or other IP confusingly similar to the Licensed IP.

5.4 Trade Secret Protection

Licensee shall maintain the confidentiality of all trade secrets included in the Licensed IP using at least the same degree of care used to protect its own confidential information.

ARTICLE 6 - TERM AND TERMINATION

6.1 Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Article.

6.2 Termination for Convenience

Either party may terminate this Agreement upon [90/180] days’ prior written notice.

6.3 Termination for Cause

Licensor may terminate this Agreement immediately upon written notice if Licensee: (a) Breaches any material term and fails to cure within [30] days; (b) Fails to maintain required quality standards; (c) Becomes insolvent or files for bankruptcy; (d) Is no longer a wholly-owned subsidiary of Licensor.

6.4 Effect of Termination

Upon termination: (a) All rights granted herein shall immediately revert to Licensor; (b) Licensee shall cease all use of the Licensed IP; (c) Licensee shall return or destroy all materials containing the Licensed IP; (d) Licensee shall pay all amounts due through the termination date.

ARTICLE 7 - INDEMNIFICATION

7.1 Licensee Indemnification

Licensee shall indemnify and hold harmless Licensor from any claims arising from Licensee’s use of the Licensed IP, except for claims arising from defects in the Licensed IP itself.

7.2 Licensor Indemnification

Licensor shall indemnify and hold harmless Licensee from any claims that the Licensed IP infringes third-party intellectual property rights, provided Licensee promptly notifies Licensor of such claims.

ARTICLE 8 - REPRESENTATIONS AND WARRANTIES

8.1 Licensor Representations

Licensor represents and warrants that: (a) It has the right to grant the licenses herein; (b) To its knowledge, the Licensed IP does not infringe third-party rights.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED IP IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

ARTICLE 9 - MISCELLANEOUS

9.1 Governing Law

This Agreement shall be governed by the laws of the State of Missouri.

9.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter.

9.3 Amendment

This Agreement may be amended only by written instrument signed by both parties.

9.4 Assignment

Licensee may not assign this Agreement without Licensor’s prior written consent.

9.5 Notices

All notices shall be in writing and delivered to the addresses set forth above.

SIGNATURES

LICENSOR: APOGEE ACQUISITIONS, LLC

By: _________________________ Date: _____________ Name: Title: Managing Member

LICENSEE: [OPERATING ENTITY], LLC