Content Licensing Addendum

1)    In connection with the Master Services Agreement, between LEA and iLC, dated ______ __, 201__ (the “MSA”), the LEA wishes to obtain certain data and content selected from iLC as set forth on Exhibit A hereto (collectively, the “Licensed Content”). This Content Licensing Addendum (“Addendum”) governs the terminable, revocable, non-exclusive, non-transferrable, limited license of the Licensed Content by iLC to the LEA and the strictly limited use of the Licensed Content provided to the LEA.  The Licensed Content to be provided to the LEA and the pricing for use of such Licensed Content will be set forth on the applicable Statement of Work or exhibit attached to the MSA or any other applicable addendum to the MSA, as amended from time to time and incorporated herein by reference.  Any capitalized terms not defined in this Addendum shall have the definitions set forth in the MSA.

2)    Permitted Uses of Licensed Content.  ilC agrees that the LEA intends to use the Licensed Content for __________________________.

3)    Ownership and Rights to Intellectual Property. iLC shall retain title to the Licensed Content and the LEA acknowledges and agrees that nothing in this Addendum or the MSA shall give LEA any ownership right, title or interest in any portion of the Licensed Content or to any trademark, copyright, technology or patent owned by iLC, other than the non-exclusive right to use the Licensed Content subject to the terms and conditions of this Addendum and MSA.  iLC reserves the exclusive right to sue for past, current or future infringement of the Licensed Content. The LEA acknowledges and agrees that it has no right, title or interest in any derivative works or versions of the Licensed Content and that the LEA is not acquiring any such right, title or interest thereto. 

4)    Nothing in this Addendum shall in any way limit or impair iLC’s rights or ability to exploit or in any way disclose, publish or use the Licensed Content or any derivative work thereof in connection with any other current or future project or licensee of iLC.

5)    The LEA shall not prepare or modify the Licensed Content or prepare derivative works based upon the Licensed Content without iLC’s prior written consent which may be withheld in iLC’s sole and absolute discretion. 

6)    Representations and Warranties.

6.1       The LEA agrees that it will use the Licensed Content only in connection with _______________.

6.2       ALL MATERIALS PROVIDED BY iLC ARE PROVIDED "AS IS" AND iLC MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO ITS USE, AVAILABILITY, ACCURACY OR PERFORMANCE. LEA ASSUMES ALL RISKS AND RESPONSIBILITIES FOR USE OR NON-USE OF ANY LICENSED CONTENT.  iLC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LICENSED CONTENT.

6.3       IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE LICENSED CONTENT, INCLUDING WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, OR DATA, EVEN IF AN EMPLOYEE, AGENT OR REPRESENTATIVE OF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

7)    Indemnification.  The LEA shall indemnify, defend and hold harmless iLC and its directors, officers, affiliates, successors and assigns against any and all claims, judgments, damages, losses, liabilities, awards, costs, expenses (including reasonable attorney fees) and/or settlements that iLC may suffer, sustain or incur by reason of a claim made against iLC arising out of the LEA’s use of the Licensed Content.

8)    Term.  This Addendum shall be coterminous with the MSA. 

9)    This Addendum may not be assigned by the LEA without iLC’s prior written consent.  iLC may assign this Addendum in connection with an assignment of the MSA and allowed under the terms of the MSA.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the Effective Date.   

iLC                                                                            LEA

By: ____________________________                     By: __________________________

Name:__________________________                     Name:__________________________

Title: ___________________________                    Title: ___________________________

 

Exhibit A

Licensed Content