INTELLECTUAL PROPERTY LICENSING

AGREEMENT
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 INTELLECTUAL PROPERTY LICENSE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AGREEMENT is made and entered into ________and
effective as of _______________(mm/dd/yy)

BY AND BETWEEN

ABC Corp, a New Jersey ________________ (company type to be mentioned with registered
address)(“Licensor”),

AND

XYZ Corp, a Nevada _____________(company type to be mentioned with registered address) Company
(“Licensee”),

Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

1. BACKGROUND

WHEREAS:
I. Licensor is a holding (parent) company and Licensee is a subsidiary company of
Licensor.

II. Licensee desires to obtain the license from the Licensor of the Intellectual
Property owned by it as specified herein in Schedule A in this Agreement;
 III. Licensor is willing to grant a non-exclusive, non-transferable, revocable license
to use its Intellectual Property and other information or data in relation to
Intellectual Property specified hereinafter in Schedule A of this Agreement, upon
the terms contained in this Agreement, for the Term set forth in clause 8 of this
Agreement unless renewed.

NOW, THEREFORE, in consideration of the foregoing as well as the terms and conditions
herein, the Parties hereby agree as follows:

2. DEFINITIONS

For the purposes of this Agreement, unless otherwise defined herein, the following
terms shall have the meanings hereinafter specified:

A . “Agreement” means this Intellectual Property License Agreement, including the

Schedules attached hereto, as the same may be amended, modified or
supplemented from time to time.

B. “Confidential Information” means all information or data including but not limited
to Supplied Data provided to the Licensee by or on behalf of the Licensor or by a
third party with the authority of the Licensor in connection with this License, in any
form or medium, whether before or after the date of this License and whether
relating to the past, present or future, (including without limitation information of a
commercial, marketing, financial, technical, operational or other nature, intentions,
ideas, plans, proposals, results, investigations, research, surveys, operations,
processes, reports, statistics, know-how, trade secrets, software including source
code, intellectual property rights including any part and any derivative of such
information and the existence and terms of this License and any documents
referred to in this License and the commercial and financial arrangements
evidenced by this License and any documents referred to in this License);

C. “Intellectual Property” means all intellectual property and proprietary rights, as

specified in Schedule A of the Agreement including but not limited to:
 (i) all trademarks, service marks, trade dress, logos, slogans, brand names,
trade names, domain names, and business and product names, and all
applications and registrations (if any) therefor, and all extensions and
renewals thereof, and all goodwill of the business connected with the use
of and symbolized by the foregoing (the “Trademarks”),

(ii) all copyrights and copyrightable works, all mask works, industrial
designs, and protectible designs, and all applications and registrations
therefor, and all extensions and renewals thereof,

(iii) all trade secrets and confidential business information (including

research and development, know-how, formulae, compositions, processes,
techniques, methodologies, technical information, designs, industrial
models, manufacturing, engineering and technical drawings, specifications,
research records, records of inventions, test information, customer and
supplier lists, customer data, pricing and cost information, and business and
marketing plans and proposals),

(iv) all Software, and all electronic data, databases and data collections, and
(v) all rights to use all of the foregoing and all other rights in, to, and under
the foregoing.

D. “Supplied Data” means the data provided by the Licensor to the Licensee and
includes any adaptations of that data to the extent any intellectual property rights
in those adaptations belong or are licensed to the Licensor

E. “Term” means the duration between the Effective Date of this Agreement till the
Date of Final Payment by Licensee as set forth in clause 8;

I. “Territory” means the United States of America;

3. GRANT OF LICENSE AND CONSIDERATION
3.1. In consideration of the mutual covenants and obligations in this License of
which is hereby acknowledged, the Licensor now grants to the Licensee a
non-exclusive, non-transferable, revocable license to use or hold for use in
connection with the business of this Agreement, Intellectual Property
specified under Schedule A in the Territory for the Term set forth in clause
8 of this Agreement.
3.2. This License is limited specifically to the rights granted above and subject
to the obligations set out in the remainder of this License, in particular, the
Licensor's obligations set out in clause 5. This License allows the Licensee
personally (not any affiliated body or group) to use Intellectual Property only
to the extent permitted by Licensor.
3.3. The Licensor may terminate this License (or part of the License relating to
such Intellectual Property as the Licensor may specify in Schedule A)
forthwith for any reason by giving written notice to the Licensee. On
termination, the Licensee shall deliver to the Licensor all copies of the
Confidential Information including but not limited to Supplied Data in its
possession, custody or control.
3.4. For the promises received and given and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, Licensor
grants to Licensee the license and rights to the IP Rights and Marks as
specified in this Schedule A through payment done by the Licensee by
holding a meeting of its directors in the manner prescribed by articles of
incorporation or bylaws of the Licensee’s company or otherwise prescribed
under Nevada Revised Statues(NRS) § 78.310 (2021) and § 78.315
(2021), for passing a resolution with 2/3 (two-third) majority for the issue of
share for consideration for Intellectual Property as prescribed under
Nevada Revised Statues(NRS) § 78.211 (2021) and § 78.215 (2021), and
filing the requisite forms and records before the Secretary of State of
Nevada complying with the provisions under Nevada Revised Statues
(NRS) § 78.760 (2021) and § 78.765 (2021) and complying with provisions
 under Securities Act, 1934 and rules and regulations prescribed by U.S
Securities and Exchange Commission. The details of the shares issued
by the Licensee to the Licensor are specified under Schedule B.

4. ACKNOWLEDGEMENT OF OWNERSHIP
4.1. Licensee hereby acknowledges and agrees that it shall not at any time file
any application to register, or otherwise claim ownership of, the Licensed
Intellectual Property anywhere in the world.
4.2. Licensee acknowledges and agrees that:
4.2.1. to the extent that the Licensee or any of its Affiliates creates
derivative works of the Licensed Intellectual Property with prior
permission of Licensor, the ownership of the new original elements
of any such derivative work shall reside with the Licensor and its
Affiliates, and
4.2.2. Licensee and its Affiliates shall have obligation to make any such
derivative work available to, or have any duty to account to, Licensor.

5. OBLIGATIONS OF LICENSEE
5.1. The Licensee shall use the Intellectual Property only for the purpose as
defined in this Agreement and for no other purpose.
5.2. The Licensee shall ensure that:
5.2.1. any copy protection measures installed by the Licensor are not
altered;
5.2.2. the Intellectual Property is used only for the purpose as specified by
the Licensor in Schedule A of this Agreement;
5.2.3. the Intellectual Property is not copied, adapted, varied or modified
except to the extent and only to the extent to which any of those acts
are expressly permitted by this License specified in Schedule A;
5.2.4. The Licensee shall ensure that the Intellectual Property contained in
the Schedule A or any other Licensor materials supplied with, or in
addition to, the Intellectual Property are not altered, obscured,
removed or added to and the Licensee shall only use the Intellectual
Property mentioned hereinafter, in the manner indicated by Licensor
from time to time.
5.2.5. The Licensee shall take all reasonable steps to prevent the
unauthorized use and exploitation of Intellectual Property by any
person, including, without limitation, its employees.
5.2.6. The Licensee hereby assigns to the Licensor all present and future
intellectual property rights it owns in amendments or adaptations
made to the Supplied Data or other original works produced and
irrevocably waives its moral rights.
5.2.7. In the event that a Licensee(or any of its Affiliates) becomes aware
of any infringement, misappropriation or other violation by any third
person of the licensed Intellectual Property (each, an unauthorized
use), shall promptly provide the Licensor with written notice thereof.
5.2.8. Licensor shall have the right, but not the obligation, to challenge and
attempt to eliminate each unauthorized use. In the event that
Licensor decides to bring an enforcement action, Licensee shall
reasonably cooperate (and shall require its Affiliates to reasonably
cooperate), at Licensor’s expense, with Licensor in investigating,
prosecuting and settling any enforcement action instituted by
Licensor against any person engaging in an unauthorized use.
5.2.9. Licensee may bring such action in the name of Licensor alone or in
the name of both Licensor and Licensee (including any of Licensee’s
Affiliates) with counsel of Licensor’s choosing, but at Licensor’s
expense. The Licensee shall notify the Licensor as soon as
reasonably practicable should it become aware of any unauthorised
use of the Supplied Data. The Licensee shall, at the cost and
expense of the Licensee, provide all reasonable assistance to the
 Licensor in the pursuit of any remedy in relation to any such
unauthorised use or breach of License and the Licensor shall have
absolute discretion with regards to what action to take. Licensee, at
its own expense, shall have the right to participate with counsel of its
own choice in the investigation, prosecution and/or settlement of any
such enforcement action instituted by Licensor. All proceeds
recovered in such enforcement action shall first be remitted to
Licensor to reimburse them, on a pro-rata basis, for their respective
reasonable out-of-pocket costs and expenses incurred in connection
with such action, and any remaining proceeds shall be retained by
Licensor.
5.2.10. Except to the extent set forth in this clause, Licensee shall not have
the right to prosecute or settle an action against any person who
engages in an unauthorized use.
5.2.11. Licensee will not register or apply to register any corporate name,
trademark, copyright, design registrations or any other proprietary
rights, in any country, state or other jurisdiction utilizing any part or
component of the IP Rights, except that Licensee may register the
copyright in the Approved Derivative Works or the Regulatory Filings
that contain IP Rights subject to the retained ownership by Licensor
of the Marks and IP Rights contained in such Approved Derivative
Works or Regulatory Filings and Retained Rights and all restrictions
on such use of the Marks and IP Rights.

6. CONFIDENTIALITY

6.1. The Licensee shall not disclose this License or any provision of it or any
Confidential Information obtained in connection with, or during the course
of, this License, to any person, unless it is strictly necessary for the
 performance of this License or core business. This clause does not apply
in relation to Confidential Information:

6.1.1. which is in or enters the public domain otherwise than by a breach of

an obligation of confidentiality;
6.1.2. which is or becomes known from other sources without breach of any
restriction on disclosure; or
6.1.3. which is required to be disclosed by law or any professional or
regulatory obligation.
6.2. Subject to Clause 6.1, the Licensee shall ensure that Confidential
Information about this License, or arising from or connected with this
License:

6.2.1. is divulged only to persons for whom it is necessary to disclose to

fulfill the purposes of this Agreement;

6.2.2. is divulged only to the extent essential to each person's action in

carrying out (or in connection with) this License and that such
persons do not further divulge such Confidential Information, and

6.2.3. is properly safeguarded.

6.3. The Licensee shall not, in connection with this License, communicate with
representatives of the general or technical press, radio, television or other
communications media unless specifically granted permission in writing to
do so by the Licensor.
6.4. No Confidential Information regarding the provision of the data under this
License or facilities to photograph or film shall be given or permitted by the
Licensee to any person except with prior written permission of the Licensor.
6.5. Except with the consent in writing of the Licensor, the Licensee shall not
make use of this License or any Confidential Information issued or furnished
 by or on behalf of the Licensor otherwise than for the purposes of this
License.
6.6. The Licensee shall take all reasonable steps to ensure the observance of
the provisions of this Clause 6 by all its employees, office holders, workers
and sub-contractors.

7. ASSIGNMENT AND SUBLICENSING

7.1. The Licensor may assign any of its rights or the benefit of all or part of this
License without the prior written consent of the Licensee.

7.2. The Licensee may not sub-license any of its rights or the benefit of all or
part of this License without the prior written consent of the Licensor.
8. TERM, TERMINATION AND EFFECT OF TERMINATION

8.1. Unless earlier terminated in accordance with the terms hereinbefore

clause 8 of this Agreement, the term of this Agreement shall commence
on the Effective Date and will continue until the final lump- sum payment
done by the Licensee as specified in Schedule B.

8.2. The Termination of this Agreement shall not excuse any failure to
perform or breach of this Agreement by Licensee or Licensor, and
Licensor and Licensee shall each be entitled to all remedies under this
Agreement and at law or equity with respect to such failure or breach.

9. INDEMNIFICATION

9.1. The Licensee and Licensor shall indemnify and keep indemnified each other
against all their liabilities and losses and all demands, liabilities, claims made, or
proceedings brought, against the Licensor in respect of any loss or damage and
against all costs and expenses reasonably incurred in dealing with or in settling
such demands, liabilities, claims or proceedings arising from:

9.1.2. the acts, omissions or defaults of the Licensee relating to this License;
and

9.1.3. the breach of any provision of this License by the Licensee and
Licensor;

Except to the extent that any such liability is directly attributable to any negligent
act of the Licensor.