TLAPSC AGREEMENT TEMPLATE
TECHNOLOGY LICENSE AGREEMENT FOR PUBLIC SECTOR CONSULTANTS
This Technology License Agreement (the "Agreement") is made and entered into as of [DATE] ("Effective Date"),
by and between:
CarefulAI Limited, a company registered in England and Wales with company number 03838140 and registered office at Springboard Innovation Centre, Cwmbran, Wales, NP44 3AW, UK ("Licensor")
and
[LICENSEE Name] ,
a company registered in [jurisdiction]
with company number [number] and registered office at [address] ("Licensee")
1. DEFINITIONS
1.1 "Technology" means the CarefulAI software, methodologies, frameworks, and associated intellectual property, as defined on the CarefulAI Web site (www.carefulai.com) including but not limited to:
1.2 "PRIDAR" means a methodology for assessing and mitigating AI risks through a Buyers supply chain.
1.3 "AI Agents" means AI-powered virtual assistants that augment professional servuc advice.
1.4 "Territory" means specified in Schedule 1
1.5 "Public Sector Buyers" means any government entity, public authority, or state-owned enterprise within the Territory.
2. GRANT OF LICENSE
2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to market and sell the Technology to Public Sector Buyers within the Territory
2.2 Licensee shall not:
a) Sublicense the Technology without Licensor's prior written consent
b) Modify or create derivative works of the Technology
c) Use the Technology outside the Territory
d) Sell to customers outside the Public Sector without prior approval
3. FINANCIAL TERMS
3.1 License Fee: £100,000 per annum, prorated and payable quarterly in advance.
3.2 Revenue Share:
a) 30% of revenue from PRIDAR sales to Public Sector Buyers
b) 30% of revenue from AI Agent deployments
c) 30% of revenue from PRIDAR assessments with buyer's suppliers (excluding existing CarefulAI's customers - defined in a written notice from a supplier)
3.3 Payment Terms:
a) Revenue share payments shall be made within 30 days of the end of each calendar month following payment by a Technology user.
b) Licensee shall provide detailed revenue reports with each payment
c) All amounts exclusive of VAT or similar taxes
4. OBLIGATIONS OF THE PARTIES
4.1 Licensor shall:
a) Provide initial training and documentation
b) Maintain and update the Technology
c) Provide technical support during UK business hours
d) Supply marketing materials and sales support
4.2 Licensee shall:
a) Use best efforts to promote and sell the Technology
b) Maintain qualified staff trained in the Technology
c) Protect Licensor's intellectual property rights
d) Comply with all applicable laws and regulations
e) Maintain accurate records of all sales and revenue
5. INTELLECTUAL PROPERTY
5.1 All intellectual property rights in the Technology remain the exclusive property of Licensor.
5.2 Licensee shall promptly notify Licensor of any infringement or unauthorised use of the Technology.
6. CONFIDENTIALITY
6.1 Each party shall maintain the confidentiality of all confidential information received from the other party.
6.2 Confidentiality obligations survive termination of this Agreement for 5 years.
7. TERM AND TERMINATION
7.1 Initial Term: 24 months from the Effective Date.
7.2 Renewal: Automatic 12-month renewal unless either party gives 90 days notice.
7.3 Termination Rights:
a) Breach: 30 days written notice to cure
b) Insolvency: Immediate termination
c) Change of Control: 60 days notice
8. WARRANTIES AND LIMITATIONS
8.1 Licensor warrants:
a) It has the right to license the Technology
b) The Technology will perform substantially as documented
c) It will comply with applicable laws
8.2 Disclaimer of other warranties.
9. GOVERNING LAW AND JURISDICTION
9.1 This Agreement is governed by the laws of England and Wales.
9.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
10. GENERAL PROVISIONS
10.1 Assignment: No assignment without prior written consent.
10.2 Entire Agreement: Supersedes all prior agreements.
10.3 Amendments: Only valid if in writing and signed by both parties.
10.4 Force Majeure: Standard provisions apply.
SCHEDULE 1 - TERRITORY
The Territory for this Agreement comprises:
[TO BE SPECIFIED]
SIGNED by authorised representatives of the parties:
For CarefulAI Limited:
Name: _____________________
Title: _____________________
Date: _____________________
For [LICENSEE NAME]:
Name: _____________________
Title: _____________________
Date: _____________________
This Technology License Agreement (the "Agreement") is made and entered into as of [DATE] ("Effective Date"),
by and between:
CarefulAI Limited, a company registered in England and Wales with company number 03838140 and registered office at Springboard Innovation Centre, Cwmbran, Wales, NP44 3AW, UK ("Licensor")
and
[LICENSEE Name] ,
a company registered in [jurisdiction]
with company number [number] and registered office at [address] ("Licensee")
1. DEFINITIONS
1.1 "Technology" means the CarefulAI software, methodologies, frameworks, and associated intellectual property, as defined on the CarefulAI Web site (www.carefulai.com) including but not limited to:
1.2 "PRIDAR" means a methodology for assessing and mitigating AI risks through a Buyers supply chain.
1.3 "AI Agents" means AI-powered virtual assistants that augment professional servuc advice.
1.4 "Territory" means specified in Schedule 1
1.5 "Public Sector Buyers" means any government entity, public authority, or state-owned enterprise within the Territory.
2. GRANT OF LICENSE
2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to market and sell the Technology to Public Sector Buyers within the Territory
2.2 Licensee shall not:
a) Sublicense the Technology without Licensor's prior written consent
b) Modify or create derivative works of the Technology
c) Use the Technology outside the Territory
d) Sell to customers outside the Public Sector without prior approval
3. FINANCIAL TERMS
3.1 License Fee: £100,000 per annum, prorated and payable quarterly in advance.
3.2 Revenue Share:
a) 30% of revenue from PRIDAR sales to Public Sector Buyers
b) 30% of revenue from AI Agent deployments
c) 30% of revenue from PRIDAR assessments with buyer's suppliers (excluding existing CarefulAI's customers - defined in a written notice from a supplier)
3.3 Payment Terms:
a) Revenue share payments shall be made within 30 days of the end of each calendar month following payment by a Technology user.
b) Licensee shall provide detailed revenue reports with each payment
c) All amounts exclusive of VAT or similar taxes
4. OBLIGATIONS OF THE PARTIES
4.1 Licensor shall:
a) Provide initial training and documentation
b) Maintain and update the Technology
c) Provide technical support during UK business hours
d) Supply marketing materials and sales support
4.2 Licensee shall:
a) Use best efforts to promote and sell the Technology
b) Maintain qualified staff trained in the Technology
c) Protect Licensor's intellectual property rights
d) Comply with all applicable laws and regulations
e) Maintain accurate records of all sales and revenue
5. INTELLECTUAL PROPERTY
5.1 All intellectual property rights in the Technology remain the exclusive property of Licensor.
5.2 Licensee shall promptly notify Licensor of any infringement or unauthorised use of the Technology.
6. CONFIDENTIALITY
6.1 Each party shall maintain the confidentiality of all confidential information received from the other party.
6.2 Confidentiality obligations survive termination of this Agreement for 5 years.
7. TERM AND TERMINATION
7.1 Initial Term: 24 months from the Effective Date.
7.2 Renewal: Automatic 12-month renewal unless either party gives 90 days notice.
7.3 Termination Rights:
a) Breach: 30 days written notice to cure
b) Insolvency: Immediate termination
c) Change of Control: 60 days notice
8. WARRANTIES AND LIMITATIONS
8.1 Licensor warrants:
a) It has the right to license the Technology
b) The Technology will perform substantially as documented
c) It will comply with applicable laws
8.2 Disclaimer of other warranties.
9. GOVERNING LAW AND JURISDICTION
9.1 This Agreement is governed by the laws of England and Wales.
9.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
10. GENERAL PROVISIONS
10.1 Assignment: No assignment without prior written consent.
10.2 Entire Agreement: Supersedes all prior agreements.
10.3 Amendments: Only valid if in writing and signed by both parties.
10.4 Force Majeure: Standard provisions apply.
SCHEDULE 1 - TERRITORY
The Territory for this Agreement comprises:
[TO BE SPECIFIED]
SIGNED by authorised representatives of the parties:
For CarefulAI Limited:
Name: _____________________
Title: _____________________
Date: _____________________
For [LICENSEE NAME]:
Name: _____________________
Title: _____________________
Date: _____________________