Matrix Simulators - Sole distributor of The Real Estate Simulator for AlignMark Inc. in Australia and New Zealand

 Sample License Agreement (Unlimited Usage)

This Agreement is made between the two parties:

Matrix Simulators Pty Ltd
300 Flinders Street
Adelaide SA 5000

- and -

Smith Real Estate
123 Key Ave
Melbourne Vic 3000

This License Agreement (the "Agreement"), dated this 24 day of April, 2006, is between Matrix Simulators Pty Ltd ("Matrix") and Smith Real Estate (the "Licensee") located at 123 Key Ave, Melbourne Vic 3000.

WHEREAS Matrix has sole distribution rights for AlignMark Inc products in Australia and New Zealand, and agrees to make the Product available for use by the Licensee for the Fee, and subject to the terms of this Agreement
AND WHEREAS the Licensee wishes to obtain a license for the Product on the terms and conditions contained herein for the Fee specified herein;

NOW THEREFORE in consideration of the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions.
"Business Day" means any day of the week other than a Saturday, Sunday or statutory or civic holiday ;
"Effective Date" means the date that this Agreement is executed by Matrix;
"Fees" means those site license fees specified in Section 5 herein; and
"Product" means AlignMark Inc's proprietary Real Estate Simulator™ software product, an online computer-based assessment tool that evaluates a person's selling skills and other key competencies associated with likely success in real estate sales.

2. Ownership and Proprietary Rights.
The Licensee understands, acknowledges and agrees that AlignMark retains all right, title and interest in and to the Product, including, without limitation, all trade secrets, trademarks and copyright.

3. Grant of Limited License
For the duration of this Agreement, Matrix hereby grants the Licensee a non-exclusive, non-transferable license to use the Product for the sole purpose of assessing applicants and potential candidates for its real estate business, as well as assessing the capabilities of its existing employees (collectively, "Permitted Users"). Licensee acknowledges that failure to abide by the terms of the license grant contained in this Agreement (including, without limitation, permitting individuals other than Permitted Users to use and/or evaluate the Product) shall be considered a material breach of this Agreement.

4. Use of Product.
a. Licensee agrees not to attempt to modify, adapt, change, reverse engineer, reverse compile, or otherwise disassemble the Product, or any portion thereof. Licensee agrees not to use any element of the Product (e.g., video assets, audio assets) in any way whatsoever other than as part of the complete Product, and then only in accordance with the terms of this Agreement.
b. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the output generated by the Product.

5. Fees.
As consideration for the grant of license hereunder, Licensee agrees to pay Matrix an annual site license fee in the amount of AUD $xxxx plus GST if applicable [license fee]. The Fee shall be payable by credit card in 12 equal monthly installments of AUD $xxx plus GST each, beginning on the date the Product becomes available for use by the Licensee. The Licensee will also pay a one-time set-up fee in the amount of AUD $xxx plus GST, which shall be payable by credit card on the Effective Date. Matrix may revise the Fee upon notice to the Licensee after the Initial Term (as defined below).

6. Disclaimer of Warranty.

7. Limitation of Liability and Indemnification.
a.   In no event shall Matrix or AlignMark be liable for any indirect, special, incidental or consequential damages (including, without limitation, loss of profits or other economic losses) arising from the use of the Product or inability to use the Product by Licensee, any Permitted User or any third party. Any provision herein to the contrary notwithstanding, the maximum liability of Matrix or AlignMark to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Product delivered to Licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Matrix by the Licensee for the Product license in the immediately preceding twelve (12) month period. The parties acknowledge that the limitations set forth in this Section 7 are integral to the amount of consideration levied in connection with the license of the Product.
b.   Licensee shall indemnify, defend and hold both Matrix and AlignMark harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees and disbursements) arising out of or in connection with the Licensee's use of the Product, or any use of the Product by a Permitted User.

8. Term.
The term of the Agreement will be one (1) year or 12 months commencing as of the Effective Date (the "Initial Term"). At the expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms (each, a "Renewal Term") unless terminated by either party upon written notice to the other party at the address first above written at least twenty (20) Business Days before the end of the Initial Term, or any Renewal Term, as the case may be.

9. Termination of the Agreement.
a.   In addition to the ability to terminate in accordance with Section 8 above, this Agreement may be terminated by mutual written consent of both parties.
b.   This Agreement may also be terminated in the event of a material breach of any term or condition of this Agreement by either party, provided the other party first provides the defaulting party with written notice of said breach, and provides such party with five (5) days to cure the breach. If the event that the defaulting party is unable or unwilling to cure the breach with the time period specified herein, then this Agreement shall automatically terminate.
c.   Termination under this Section 9 or under any other section of this Agreement shall not relieve or release either party from any rights, liabilities or obligations which it has accrued prior to the date of such termination (including the obligation to pay outstanding Fees).

10. Confidentiality.
Licensee shall not disclose any of the terms of this Agreement for the duration of the Agreement and for twenty four (24) months following the expiration of this Agreement.

11. Service Interruption
Licensee acknowledges that at certain times the Product may be unavailable for use due to periodic updates or circumstances beyond the control of Matrix or AlignMark (including, without limitation, power and system failures). Matrix and AlignMark, including directors, officers, employees, agents, contractors and affiliates will not be liable for any loss or damage that may result from the inability to use the Product due to periodic updates or circumstances beyond the control of Matrix and AlignMark. Licensee further acknowledges that there are no representations or warranties regarding uninterrupted or error free service.

12. Notices
All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) five days after being deposited in the Australian or New Zealand postage system, prepaid, certified or registered, return receipt requested; or (ii) one day after being sent by overnight courier, charges prepaid.

a.   This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and representations of the parties related to these matters, whether written or oral.
b.   Nothing stated in this Agreement will be construed as creating the relationship of joint ventures, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent.
c.   If any provision or part of any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, it shall be severed without affecting the validity of the balance of the Agreement.
d.   This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorized representative.
e.   Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.
f.   Licensee shall not assign this Agreement or its rights hereunder without the prior written consent of Matrix.
g.   The capitalized headings in this Agreement are only for convenience of reference and do not form part of or affect the interpretation of this Agreement.
h.   This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors, and assigns.
i.   This Agreement shall be governed in accordance with the laws of South Australia. Any action brought to enforce or interpret this Agreement shall be held in Adelaide, South Australia.
j.   Sections 7, 9(c) and 10 shall survive termination or expiration of this Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the day and year indicated below.

Matrix Simulators Pty Ltd





Smith Real Estate


Legal Name



Name: Gary Beesley
Title: Director
Name: John Smith


© 2006 Matrix Simulators Pty Ltd
ACN 109 531 777
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