Licensing Agreement

This Licensing Agreement ("Agreement") is entered into as of [Effective Date] by and between Hetairoi Close Protection Services ("Licensor") and [Licensee Name] ("Licensee"). This Agreement sets forth the terms and conditions under which the Licensor grants the Licensee the rights to use certain intellectual property.

1. Definitions

  • Licensed Material: All proprietary content, materials, and information owned by the Licensor, including but not limited to training materials, logos, trademarks, and any other intellectual property.

  • License: The rights granted to the Licensee under this Agreement to use the Licensed Material.

  • Term: The duration of this Agreement, as specified in Section 5.

2. Grant of License

The Licensor grants the Licensee a non-exclusive, non-transferable, and revocable license to use the Licensed Material solely for [specify purpose, e.g., "training purposes," "marketing," "resale," etc.] in accordance with the terms of this Agreement.

3. License Fee

The Licensee agrees to pay the Licensor a license fee of [amount] payable [payment terms, e.g., "annually," "monthly," "one-time fee," etc.]. Failure to pay the license fee in a timely manner may result in termination of this Agreement.

4. Use of Licensed Material

  • The Licensee may use the Licensed Material solely for the purpose specified in Section 2.

  • The Licensee shall not modify, adapt, or create derivative works based on the Licensed Material without the prior written consent of the Licensor.

  • The Licensee shall not sublicense, transfer, or assign the License to any third party without the prior written consent of the Licensor.

  • The Licensee shall include the following copyright notice on all copies of the Licensed Material: "© [Year] Hetairoi Close Protection Services. All rights reserved."

5. Term and Termination

  • Term: This Agreement shall commence on the Effective Date and continue for a period of [specify duration, e.g., "one year"] unless terminated earlier in accordance with this Agreement.

  • Termination for Convenience: Either party may terminate this Agreement for any reason by providing [specify notice period, e.g., "30 days'"] written notice to the other party.

  • Termination for Cause: The Licensor may terminate this Agreement immediately if the Licensee breaches any term of this Agreement.

6. Confidentiality

The Licensee agrees to maintain the confidentiality of the Licensed Material and any other confidential information disclosed by the Licensor. The Licensee shall not disclose such information to any third party without the prior written consent of the Licensor.

7. Representations and Warranties

  • The Licensor represents and warrants that it has the right to grant the License and that the Licensed Material does not infringe upon the intellectual property rights of any third party.

  • The Licensee represents and warrants that it will use the Licensed Material in accordance with the terms of this Agreement and all applicable laws and regulations.

8. Limitation of Liability

In no event shall the Licensor be liable to the Licensee for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, even if the Licensor has been advised of the possibility of such damages.

9. Indemnification

The Licensee agrees to indemnify and hold harmless the Licensor from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Licensee's use of the Licensed Material.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction, e.g., "the United Kingdom"].

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

12. Amendments

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

13. Notices

Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, by certified mail, return receipt requested, or by a recognized overnight delivery service, to the addresses specified below or to such other address as may be specified by either party in writing.

Licensor: Hetairoi Close Protection Services
[Your Address]
London, UK
Email: [Your Email]

Licensee: [Licensee Name]
[Licensee Address]
Email: [Licensee Email]

14. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Licensor:
Hetairoi Close Protection Services
By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________

Licensee:
[Licensee Name]
By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________