LICENSE AGREEMENT
This license agreement (the “Agreement”) is made effective as of the Effective Date (as such date if defined below) by and between:
LetzMath S.à r.l., a private limited liability company (société à responsabilité limitée) existing under the laws of Grand Duchy of Luxembourg, with its registered office at 6a, Avenue des Hauts-Fourneaux, L-4362 Esch-sur-Alzette, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under the number R.C.S. Luxembourg B247246 (the “Company”), represented by Tahereh Pazouki in her capacity as category A manager;
AND
NAME OF THE EDUCATIONAL INSTITUTION, an association without lucrative purpose (association sans but lucratif)[1] existing under the laws of ______________, having its registered office located at _______________________________________, and registered with the _______COUNTRY______ Trade and Companies’ Register under number ____________________ (the “Licensee”), represented by _________________ in his / her capacity as _________________.
Each of the Company and the Licensee being hereinafter referred collectively to as the “Parties”, or separately as a “Party”.
WHEREAS:
Licensee acts as an Educational Institution and intends to add a digital transformation component to its education efforts by giving individual students at schools access to the Magrid program (the “Program”).
NOW, THEREFORE, the Parties agree as follows:
- The Company grants to the Licensee non-exclusive, non-transferable licenses to use the Program on tablet devices owned by the Licensee from the Effective Date until the date terminated by either Party and subject to the term and conditions The Company grants Licensee the right to make these licenses available based on the terms in this Agreement.
- The Licensee agrees to notify the Company of all problems which come to Licensee’s attention during the term of this Agreement.
- The Licensee hereby assigns to the Company all rights, titles and interests to enhancements, if any, and all property rights, including intellectual property rights, therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights, derived.
- During the term of this Agreement, the Licensee grants to the Company the right to use, in the Company’s online and offline promotional and marketing materials, the name, logos, and other trademarks of the Licensee as a user. Likewise, during the term of this Agreement, the Company grants to the Licensee the right to use, in the Licensee’s online and offline promotional and fundraising materials the name, logos, promotional material and other trademarks of the Company as a supplier.
- The Licensee agrees that Program is the exclusive property of the Company and includes valuable trade secrets of the Company. The Licensee agrees to use it in good faith, hold Program in strict confidence and not disclose Confidential Information, as defined below.
- The Licensee will not, without the prior express written authorization of the Company:
- Demonstrate, copy, sell, share, transfer, or market Program or grant any license in respect of the Program to any third party; or
- Publish or otherwise disclose information relating to performance or quality of the Program to any third party; or
- Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Program or any portion thereof.
- Program is provided “as is” without warranty of any kind. The entire risk arising out of the use or performance of Program remains with the Licensee. In no event shall the Company be liable for any damage whatsoever arising out of the use of or inability to use Program, even if the Company has been advised of the possibility of such damages.
- The Company and the Licensee agree to exchange on a regular basis material, statistics and information that is not deemed confidential to each other, for use in press releases, customer testimonials, official reports, marketing, and sales (for the Company) and fundraising (for the Licensee) initiatives by both parties.
- Either Party may terminate this Agreement with a written notice immediately upon a material breach by the other Party that has not been cured within thirty (30) calendar days after receipt of notice of such breach.
- The Licensee agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right.
- The Licensee shall not decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, designs, features, programs, techniques or algorithms of the Magrid Program.
- This Agreement constitutes the entire and only agreement between the Parties and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the Parties.
- The Company and its licensors shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to the service or this Agreement, however caused and regardless of the form of action, whether in contract, tort (including negligence) strict liability or otherwise, even if such parties have been advised of the possibility of such damages. In no event will the Company’s aggregate cumulative liability for any claims arising out of or related to this Agreement exceed the total price paid by the Licensee to the Company under this Agreement, as such total price is detailed in clause 17 of this Agreement and may be supplemented, adjusted, or amended by any other agreement or mean between the Parties in any form whatsoever.
- The Licensee’s obligations other that the payment of the price under this Agreement shall survive any termination of this Agreement. The Licensee shall comply with all applicable laws, regulations, and ordinances in connection with its activities pursuant to this Any and all disputes between the Licensee and the Company concerning the existence, validity, interpretation, performance and termination of this Agreement (or any of its clauses), which the Parties are unable to settle out-of- court shall be referred to the courts of Luxembourg.
- Failure of the Company to enforce a right under this Agreement shall not act as a waiver of that right or any other right, including under this Agreement, or the ability to later assert that right or any other right, including under this Agreement, relative to the particular situation involved.
- If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
- The Licensee agrees to purchase for a period of one (1) year in EUR currency and excludes VAT:
|
Description |
Quantity |
Price/Unit/Year (excluding VAT) |
Extended Price / Year |
|
Student user licenses / year |
-XX- |
00,00€ |
00,00€ |
|
Training |
As needed |
n/a |
– |
|
Support |
As needed |
n/a |
– |
|
Total Price (excluding VAT) |
|
00.00€ |
|
|
VAT |
00,00% |
00,00€ |
|
|
GRAND TOTAL |
|
00.0€ |
|
- License period begins on date users are onboarded and the Licensee may terminate this Agreement at any time by providing a written 30-day notification to the Company. The Company acknowledges the risk that Program will not be accepted by the beneficiaries of the Licensee or that for legal technical or other reasons it may not work in certain schools, communities, and regions. The Company and the Licensee will work together to resolve any problems that may occur. In the unlikely event that they cannot be solved, the Licensee has the right to reduce the number of purchased
- This Agreement and its terms will automatically renew unless a 30-day written notice of termination has been communicated by either Party.
- After termination of this Agreement, or upon request of the Company, the Licensee shall promptly return to the Company all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof
- Non-Disclosure Agreement (NDA)
- The term “Confidential Information” includes, but is not limited to, all information owned by the Party releasing Confidential Information (the “Releasor”), its employees, managers, officers, agents, representatives, successors, heirs, to the other Party receiving such Confidential Information (the “Recipient”) and not generally known to the public or in the relevant trade or industry or already known by the Recipient prior to disclosure under this Agreement that is communicated orally, written, printed, electronically or any other form or medium, or which was learned, discovered, developed, conceived, originated, or prepared by the Recipient in the scope and course of their relationship with the Releasor, relating directly or indirectly to business processes, technical data, trade secrets, know-how, advice, consultations, proprietary information, client lists, client instructions, assets, business operations, specifications, designs, plans, drawings, hardware, software, data, prototypes or other business and technical information belonging to any client of the Releasor, operational methods, economic and business analyses, models, strategies, and projections, promotion methods, trade show information and contacts, and other proprietary information relating to the business of the Releasor and any and all other concepts, as such Confidential Information pertains personally to principals or other information that has independent economic value.
- Both Parties shall maintain the confidentiality of all Confidential Information, disclosed or provided by the Releasor to the Recipient in connection with this Agreement. Each Party shall use all Confidential Information solely for the purposes of performing their respective obligations under this Agreement as well as their legal obligations and shall not disclose, copy, reproduce, or distribute any Confidential Information to a third party without the prior written consent of the disclosing Party, except as required by law or court
- More specifically, both Parties shall:
- hold the Confidential Information in the strictest of confidence;
- not use the Confidential Information for any personal gain or detrimentally to the Releasor;
- take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;
- not disclose the fact that the Confidential Information has been made available or that discussions and negotiations are taking place or have taken place or any of its terms, conditions or other facts with respect to the transaction; and
- not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Recipient of their confidentiality obligations hereunder.
- The Recipient shall not be restricted from disclosing or using Confidential Information that:
- was freely available in the public domain at the time it was communicated to the Recipient by the Releasor;
- subsequently came to the public domain through no fault of the Recipient;
- is in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Releasor;
- is independently developed by the Recipient or its representatives without reference to any information communicated to the Recipient by the Releasor;
- is provided by Recipient in response to a valid order by a court or other governmental body, as otherwise required by law;
- is provided by Recipient to its legal counsel or other advisors; or
- is approved for release by written authorization of an officer or representative of the Releasor.
- In the event that the Recipient receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Recipient agrees, if legally permissible, to (a) promptly notify the Releasor of the existence, terms and circumstances surrounding such request or requirement pursuant to clause 8 of this Agreement, (b) consult with the Releasor on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Releasor in seeking a protective order or other appropriate remedy; provided, however, that the Recipient shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not obtained or that the Releasor waives compliance with the provisions hereof, the Recipient shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Recipient not permitted by this Agreement.
- The obligations set forth in this article shall survive the termination or expiration of this Agreement for a period of five (5) years from the date of the last disclosure of Confidential Information.
- The Parties agree to indemnify and keep each other, at all times, fully and effectively indemnified in respect of any and all claims, demands, losses, damages, liabilities, costs and or expenses of any kind whatsoever incurred by other Party which arise out of or in connection with any breach of this Agreement by the Recipient.
- The Licensee acknowledges that the reputation of the Company is an essential element of the Agreement and the value of the Program, and that any infringement thereof would warrant appropriate treatment. Consequently, the Licensee undertakes to ensure that its employees, managers, officers, agents, representatives, successors, heirs behave in accordance with good morals and applicable laws in all circumstances. In addition, in the event that information, accurate or inaccurate, is published in any form whatsoever and on any medium whatsoever, which would jeopardize the reputation of the Company, the Parties undertake to consult immediately on the appropriate measures to be taken. All costs of advice, legal or communication, purchase of space, , related to the analysis of the situation and/or the measures to be taken will be borne by the Licensee, upon presentation of an invoice, without prejudice to any damages.
24. Representations and warranties
Each of the Parties declares that:
- It has duly obtained all corporate and regulatory authorisations necessary for the execution and performance of this Agreement and any agreement or instrument referred to or contemplated by this Agreement and such execution and performance and the consummation of the transaction contemplated therein;
- the Agreement will not conflict with or result in a breach of any covenants or agreements contained in any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or be conditioned, limited or subject to any restrictions whatsoever under any such indentures, agreements or other instruments;
- the Agreement does not contravene any applicable Laws;
- the Agreement has been duly executed by it and is valid, binding and enforceable against it in accordance with the terms of this
- The Licensee undertakes to notify the Company without delay in the event it becomes insolvent and/or it is subject to any corporate action, legal proceedings or other procedure or step in relation to, without limitation, bankruptcy (faillite), insolvency, voluntary dissolution or liquidation (dissolution ou liquidation volontaire), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation) proceedings, judicial reorganisation (réorganisation juiciaire), moratorium or reprieve from payment (sursis de paiement), reorganisation by amicable agreement (réorganisation par accord amiable), general settlement with creditors or any judicial, consensual or conservatory measures or reorganisation proceedings, fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar proceedings affecting the rights of creditors generally, or any other similar proceedings under any applicable law.
- The Company declares that it is the exclusive owner of all rights pertaining to the Software needed to perform its obligations under the present Agreement and will hold the Licensee harmless if any complaints or claims are made against the Program.
- The Parties hereto agree that the covenants, agreements, and restrictions contained herein are necessary to protect the business goodwill, business interests and proprietary rights of the Releasor and that the Parties hereto have independently discussed, reviewed and had the opportunity of legal counsel to consider this Agreement.
- This Agreement may not be modified or discharged, in whole or part, except by consent in writing by the Parties.
- This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the non-transferring
- This Agreement will be binding upon and inure to the benefit of the Parties hereto and each Party’s respective successors and assigns.
- This Agreement shall be governed by and construed in accordance with the laws of Grand Duchy of Luxembourg.
- The Company warrants that it complies with all applicable data protection requirements when processing personal data under this Agreement as detailed in the data processing agreement to be entered into by the Parties (the “Data Processing Agreement”). The execution of the Data Processing Agreement by all the Parties shall be a condition precedent to the effectiveness of this Agreement which will hence be effective at the latest date between the dates of the respective executions of (i) this Agreement or (ii) the Data Processing Agreement (the “Effective Date”).
- Each Party hereto represents and warrants that it has the full power and authority to enter into and perform this Agreement, and each Party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement.
- This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.
[Remainder of page intentionally left blank – Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written in two (2) originals.
For the Licensee, __________________________,
Signature:
_____________________________________
Name:
Title:
Date: ______________________________
For the Company, LetzMath S.à r.l.,
Signature:
_____________________________________
Name: Tahereh Pazouki
Title: Category A manager[2]
Date: 00 MONTH 2025
Note : This mention is required in the case the Licensee is a Luxembourg association without lucrative purpose (association sans but lucratif). It shall be adjusted accordingly and potentially under the laws governing the relevant entity.
[2] FP note : Tahereh can sign alone, but it is always better to have also Ali, as category B manager, as signatory.
