GUID: {Doc.GUID}

License Agreement

Quake IE Limited
Acme Incorporated
Effective Date: {EffectiveDate.YMD}


By and Between:
Each a "Party" and collectively the "Parties."

This License Agreement (this "Agreement") is made as of {EffectiveDate.YMD} ("Effective Date"), by and between the Parties.


Recitals
{Why.sec}

In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Definitions
    A list of defined terms used in the Agreement.
  2. The Principal Deal Provisions
    1. {Grant.Sec}
    2. {Restrict.Sec}
    3. {Adapt.Sec}
    4. {Deliver.Sec}
    5. Support
      1. {Maintain.Sec}
      2. {Upgrade.Sec}
      3. {Alert.Sec}
    6. {Period.Sec}
    7. Compensation
      1. {Fee.Sec}
      2. {Invoice.Sec}
      3. {PriceProtection.Sec}
  3. How - The Principal Business Mechanics
    1. {Message.Sec}
    2. {Documentation.Sec}
    3. {Report.Sec}
    4. {Audit.Sec}
  4. Relate - Principal Statements of Assumptions and Allocations of Rights and Risks
    1. Confidentiality
      Each Party (a "Disclosing Party") may disclose Confidential Information to another Party (a "Receiving Party").
      1. Confidentiality Engagements
        1. Disclose
          Subject to Section 4.1.3, Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement that Receiving Party will hold in strict confidence and not disclose any Confidential Information of Disclosing Party.
        2. Use
          Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement that Receiving Party will use Confidential Information of Disclosing Party only for the Purpose.
        3. Care
          Receiving Party will protect Confidential Information with a degree of care that is at least the same as Receiving Party uses to protect its own confidential information, and in any event at least a reasonable degree of care.
        4. Access
          Receiving Party will limit access to Confidential Information of Disclosing Party only to those of Receiving Party's employees, officers, directors, lawyers and accountants who have a need to know and who have signed confidentiality agreements with confidentiality obligations at least as restrictive as those contained in this Agreement in a form approved in advance by Disclosing Party.
        5. Copy
          Receiving Party will not reproduce Confidential Information of Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by Receiving Party of any Confidential Information of Disclosing Party will remain the property of Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Disclosing Party.
        6. Decompile
          Receiving Party agrees that software programs of Disclosing Party contain valuable confidential information and Receiving Party agrees that it will not modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in Confidential Information of Disclosing Party without the prior written consent of Disclosing Party.
        7. Sell
          Receiving Party will not make, have made, use or sell for any purpose any service, product or item using, incorporating or derived from any Confidential Information of Disclosing Party.
      2. Term of Confidentiality
        Receiving Party's obligations with respect to all Confidential Information of Disclosing Party will terminate on the earlier of 31 December 2021 or when all such information has become subject to an exclusion from confidentiality pursuant to Section 4.1.3.
      3. Exceptions to Confidentiality
        1. Itemized Exceptions to Confidentiality
          Receiving Party will not have any obligations under this Agreement with respect to a specific portion of Confidential Information if Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:
          1. was in the public domain at the time it was disclosed to Receiving Party;
          2. entered the public domain subsequent to the time it was disclosed to Receiving Party, through no fault of Receiving Party;
          3. was in Receiving Party's possession free of any obligation of confidence at the time it was disclosed to Receiving Party;
          4. was rightfully communicated to Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to Receiving Party; or
          5. was developed by employees or agents of Receiving Party who had no access to any Confidential Information.
        2. Exception for Compelled Disclosure
          Notwithstanding any other provisions of this Agreement, Receiving Party may disclose Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, and provided that, to the extent permitted by law Receiving Party gives Disclosing Party reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that Confidential Information so disclosed be used only for the purposes required by the law, regulation or order.
    2. {IP.Sec}
    3. {Cond.Sec}
    4. {Cov.Sec}
    5. Representations
      1. Mutual
        1. {Secs}
      2. By Licensor
        1. {Secs}
      3. By Licensee
        1. {Secs}
    6. Remedies
      1. {Deposit.Sec}
      2. {Escrow.Sec}
      3. {Indemnify.Sec}
      4. {Terminate.Sec}
      5. {Disable.Sec}
    7. {Limit.Sec}
    8. {ForceMajeure.Sec}
    9. {Bankruptcy.Sec}
    10. {Law.Sec}
    11. {Dispute.Sec}
  5. Miscellaneous - More Legal and Mechanics
    1. {Independent.Sec}
    2. {Language.Sec}
    3. {Construe.Sec}
    4. {AnnexPriority.Sec}
    5. {EntireAgreement.Sec}
    6. {Counterpart.Sec}
    7. {Amend.Sec}
    8. {Assign.Sec}
    9. {Notice.Sec}
    10. {Sever.Sec}
    11. {Waive.Sec}


Signature
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Quake IE Limited
("Licensor")
By:


{xSignature}
Name: Solomon Shirley
Title: President and Chairman
Date: {Sign.YMD}
Signed at: Dublin, {Adr.State}, Ireland
  
Acme Incorporated
("Licensee")
By:


{xSignature}
Name: Abigail Altima
Title: President
Date: {Sign.YMD}
Signed at: Boston, Massachusetts, United States of America

Annexes

{Annex.sec}