This License Agreement (this "Agreement") is between Viking Covers owned by Fedora Properties LLC, of
432 E Idaho St C-474, Kalispell, Montana 59901 (hereafter referred to as "Fedora") and Licensee.
The parties agree as follows:
1. GRANT OF LICENSE. Fedora owns Viking Covers Design and Business Plan (the "Authored Work"). In
accordance with this Agreement, Fedora grants Licensee a non-exclusive license to use the Authored Work.
Fedora retains title and ownership of the Authored Work. The entirety of the Authored Work granted for
License is included in the Business Plan Binder delivered either physically or digitally by Fedora.
2. PAYMENTS OF USE. Licensee will pay a set amount to Fedora for use of the information.
3. MODIFICATIONS. Unless the prior written approval of Fedora is obtained, Licensee may not modify or
change the Authored Work in any manner.
4. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, including the obligation to make
a payment when due, Fedora shall have the option to cancel this Agreement by providing 30 days written
notice to Licensee address above and shall have the option of preventing the termination of this Agreement
by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time
period stated in the previous sentence, and if there are no other defaults during such time period.
5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material
which is proprietary to Fedora, whether or not owned or developed by Fedora, which is not generally known
other than by Fedora, and which Licensee may obtain through any direct or indirect contact with Fedora.
Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall
include any information provided by Fedora concerning the business, technology and information of Fedora
and any third party with which Fedora deals, including, without limitation, business records and plans, trade
secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer
programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales
leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner
of disclosure are such that a reasonable person would understand it to be confidential.
"Confidential Information" does not include:
- matters of public knowledge that result from disclosure by Fedora;
- information disclosed by operation of law;
- information disclosed by Licensee with the prior written consent of Fedora; and any other information that
both parties agree in writing is not confidential.
6. PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the
Confidential Information has been developed or obtained by Fedora by the investment of significant time,
effort and expense, and that the Confidential Information is a valuable, special and unique asset of Fedora which
provides Fedora with a significant competitive advantage, and needs to be protected from improper disclosure.
In consideration for the receipt by Licensee of any Confidential Information, Licensee agrees as follows:
No Disclosure. Licensee will hold the Confidential Information in confidence and will not disclose the
Confidential Information to any person or entity without the prior written consent of Fedora.
No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior
written consent of Fedora.
Unauthorized Use. Licensee shall promptly advise Fedora if Licensee becomes aware of any possible
unauthorized disclosure or use of the Confidential Information.
Application to Employees. Licensee shall not disclose any Confidential Information to any employees of
Licensee, except those employees who are required to have the Confidential Information in order to perform
their job duties in connection with the limited purposes of this Agreement. Each permitted employee to
whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as
this Agreement at the request of Fedora.
7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement
through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days,
the parties will resolve the dispute using the Alternative (ADR) procedure. Any controversies or disputes
arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the
American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it
by any court having proper jurisdiction.
8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the
Authored Work by the other party or by any third party, and Licensee accepts the product "AS IS." In no event
will Fedora be liable for direct, indirect, special, incidental, or consequential damages, that are in any way
related to the Authored Work.
9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Licensee grants back to Fedora a
non-exclusive royalty-free license to use the Authored Work as Fedora sees fit, including for the creation
of derivative works; provided, however, this license shall not limit Licensee's rights and public rights under
10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the Licensee. Licensee
shall not have the right to assign its interests in this Agreement to any other party, unless the prior written
consent of Fedora is obtained.
11. TERMINATION. This Agreement may be terminated by either party by providing 30 days written notice to
the other party.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and
is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or
enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Montana.
17. SIGNATORIES. This Agreement shall be signed on behalf of the parties effective as of the date first above
18. AGREEMENT. Use or downloading of information demonstrates agreement with the terms of this license.