Ricardiam ICL Template - Version 1.230103 - last modified Jan 4, 2023
1. Introduction.
This Interpersonal Cross Licensing Agreement (which incorporates these ICL Terms and the Signature Page (defined below)) (“ICLA”) grants each party a cross license with fair share royalty rights.
Whereas, each party is or will be original author, inventor, and owner of various inventions and works of authorship, published or to be published, or shared or to be shared privately with the other Party, collectively referred to herein as the “Licensed IP”;
Whereas, the Parties wish to encourage and promulgate respectful cooperation and joint enterprise for mutual benefit with each other.
2. Grant.
Each party grants to the other Party and to alter ego entities of the other Party, a non-exclusive, irrevocable, perpetual, and worldwide license to use, publish, and make derivative works of, the Licensed IP, subject to the terms and conditions of this License; and with respect to any invention included in the Licensed IP, to make, use and sell said invention subject to said conditions.
As used herein, “to be published,” and “to be shared” refer to and include all the Parties’ respective inventions and works of authorship, whether now existing, or created after the effective date of this License, such as are published or shared privately with the other party during the term hereof. “Works of authorship” include but are not limited to writings, ideas, utterances, illustrations and graphics, likenesses, animations, video, and music, recorded in any medium. An “alter ego entity” is an entity of which a Party holds a controlling share.
- Fair Share Royalty.
If either Party receives income attributable at least partly to the Licensed IP licensed from the other Party, the Party earning income shall pay a fair share of said income to the other Party within a reasonable period. As used herein, a “fair share” is what an objectively reasonable and free actor would pay for the subject intellectual property (“IP”) licensed, considering the market value of the subject IP under the License terms, expressed as a percentage of income received for products or services that incorporate, make derivative use of, or use the subject IP (the “Royalty Base”).
Each of the Parties, at its own expense, may audit the accounting and sales records of the other Party to independently calculate the Royalty Base not more than once annually. The auditing Party shall provide not less than thirty (30) days advance written notice stating the nature and scope of the records to be audited, which shall not exceed the records needed to derive a reasonable estimate of the Royalty Base. The Party so notified shall provide access to the necessary records to an independent auditor appointed by the auditing party, who shall maintain confidentiality of the records audited and disclose to both Parties the basis for any estimate of the Royalty Base developed by the auditor.
- Restrictions.
The Parties, and each of them, shall not publish any work subject to the License that defames, dehumanizes or ridicules any person, group of persons, alive or dead, or their creative works; that encourages, excuses or glorifies violence, fraud, hatred, or subjugation; that serves a political or divisive purpose; that seeks to deceive, confuse, or unfairly disadvantage any person; or that appeals primarily to prurient interest.
- Confidentiality.
Any portion of the Licensed IP that is shared by either of the Parties with the other Party and marked as confidential shall be treated as confidential and subject to any non-disclosure agreement as may exist, now or in the future, between the Parties. This License shall not be construed to abrogate or replace any such non-disclosure agreement.
- Limited Sub-licensing.
Each of the Parties shall not sub-license the Licensed IP, except to an alter ego entity, without the prior written consent of the other Party, which consent shall not unreasonably be refused.
- Dispute Resolutions.
The Parties shall submit any and all disputes arising out of this License that cannot be settled by good-faith negotiation for conflict resolution according to the rules and/or conventions of any decentralized autonomous organization (DAO) to which both Parties belong or subscribe.
If no such DAO rules and/or conventions exist, the Parties shall submit any and all disputes arising out of this License to arbitration before an otherwise mutually acceptable neutral to whom they shall grant the power to investigate disputed facts. If the Parties cannot agree on a mutually acceptable neutral, each Party shall name one neutral, and the neutrals so named shall choose a third. In whatever manner selected, the neutral or panel of neutrals shall set rules, apportion costs and set remedies in their sole discretion, and shall have the power to investigate facts and audit records pertinent to the dispute before them, subject to reasonable notice and maintaining confidentiality thereof. The decision of the neutral(s) shall be final and unappealable at law or equity, except for egregious corruption of fair process, or as mandated by law. Any person receiving an arbitration award hereunder may enter it as a judgment in a court of competent jurisdiction for enforcement by injunction or authorized private action, after first submitting the award to the indebted party and allowing a reasonable period for performance thereof.
Notwithstanding the foregoing, any one of the Parties may seek an emergency injunction at law until conflict resolution or arbitration can be completed.
- Termination.
This License may be terminated by thirty (30) days written notice of the terminating Party to the Other Party, which termination shall not in any way revoke or alter this License with respect to any invention or work of authorship already published or substantially invested in by any Party as of the termination date.
- Dispute Resolution.
This ICLA and all matters relating hereto are governed by, and construed in accordance with, the laws of the jurisdiction listed on the signature page, without giving effect to the principles of conflict of laws, and subject to any Authentic Dispute Resolution Memorandum (ADRM) now or subsequently executed between the parties or that includes the parties as third-party beneficiaries.
- Notice.
Notice under this License shall be effective when sent to the Signal number noted below or later specified in effective written notice provided to a Party, or by other notice with acknowledgement of receipt.
Signature Page
By signature below, we grant and certify the License set forth above.
Signature: ______________________ Date: Jan 4, 2023 Signal number: 385-201-9534
Signature: ______________________ Date: Jan 4, 2023 Signal number: 626-808-8865
Jurisdiction: Defined in ADRM