Interpersonal Cross License Agreement (Version 2.2)
Introduction
The undersigned persons (the “Parties”) wish to encourage and promulgate respectful cooperation and joint enterprise for mutual benefit, and therefore enter into this Interpersonal Cross Licensing Agreement (“ICLA”).
Licensed IP
Each party is or will be original author, inventor, and/or owner of various inventions and works of authorship disclosed or to be disclosed to the other Party, collectively referred to herein as the “Licensed IP”. The Licensed IP includes all the Parties’ respective inventions and works of authorship, whether now existing, or created after the effective date of this License, such as are disclosed as provided herein. “Works of authorship” include but are not limited to writings, ideas, utterances, illustrations and graphics, likenesses, animations, video, and music, recorded in any medium.
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 under the Utah IDR 2.2.
Disclosure
The parties may establish one or more repositories for establishing the scope of the Licensed IP by disclosure to each other. Disclosure shall not be considered effective unless done by placing the disclosed information as a non-transitory record in a repository or communication channel to which both parties have read and write access.
Published Works
Conditions for including or excluding published works in the Licensed IP are determined by selecting either (but not both) of the statements below:
- Any work published by either Party is not included in the Licensed IP, unless disclosed as provided herein above prior to first publication.
- Any work published by either Party is included in the Licensed IP, regardless of prior disclosure.
Grant
Each party grants to the other Party and to alter ego entities of the other Party, a nonexclusive, 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. 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.
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.
Conflict Resolution and Governing Law
This Agreement shall be governed by and construed in accordance with the Utah IDR 2.2, and and the Primary Dispute Resolution process (PDR) for resolving any dispute or issues arising under or in relation to this ICLA shall be resolved as provided therein
Termination
This License may be terminated by any party if a Claim Record (under the PDR) remain unresolved for thirty (30) days, 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.
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.
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