SOFTWARE LICENSE AGREEMENT
Effective Date: March 15, 2024
Parties:

Licensor: TechInnovations Inc., a corporation organized under the laws of Delaware, with its principal office at 123 Innovation Drive, Wilmington, DE 19801.
Licensee: GlobalSolutions Corp., a corporation organized under the laws of Delaware, with its principal office at 456 Enterprise Lane, Dover, DE 19904.


1. DEFINITIONS
1.1 "Agreement" means this Software License Agreement, including all exhibits and any amendments.
1.2 "Software" means the proprietary machine-learning analytics platform known as "TI-Analyze AI v3.0," as described in Exhibit A, including all updates, enhancements, bug fixes, and derivative works.
1.3 "Documentation" means user manuals, technical manuals, and other written materials provided by Licensor for use with the Software.
1.4 "Territory" means North America, Europe, and Asia.
1.5 "Net Sales" means gross revenue received from the distribution of the Software, less taxes, returns, and shipping costs.
1.6 "Confidential Information" has the meaning ascribed in Section 9.

2. LICENSE GRANT
2.1 License: Licensor hereby grants to Licensee a non-exclusive, non-transferable, and limited right to use, market, and distribute the Software and Documentation within the Territory (defined as North America, Europe, and Asia).
2.2 Sublicensing: Licensee may not sublicense the Software without Licensor's prior written consent.
2.3 Exclusive Rights: Licensee shall have exclusive distribution rights in the Territory for a period of three (3) years, provided it meets the minimum annual sales threshold of $5,000,000.

3. FEES AND PAYMENTS
3.1 Royalty: Licensee shall pay Licensor seven percent (7%) of Net Sales on a quarterly basis.
3.2 Payment Terms: All payments shall be made within thirty (30) days of the end of each calendar quarter.
3.3 Late Payments: Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month.
3.4 Audit Rights: Licensor shall have the right to audit Licensee's books and records related to Software sales upon thirty (30) days' prior written notice.

4. MAINTENANCE AND SUPPORT
4.1 Updates: Licensor shall provide updates, upgrades, and patches as made generally available to its licensees.
4.2 Support: Licensor shall provide email-based technical support during standard business hours.

5. INTELLECTUAL PROPERTY
5.1 Ownership: All intellectual property rights in and to the Software and Documentation remain solely with Licensor.
5.2 Restrictions: Licensee shall not modify, reverse engineer, decompile, disassemble, or create derivative works of the Software.

6. CONFIDENTIALITY
6.1 Obligations: Each party agrees to protect the Confidential Information of the other with the same degree of care it uses to protect its own, but no less than reasonable care.
6.2 Exceptions: Confidential Information does not include information that is public, rightfully received from a third party, or independently developed.

7. WARRANTIES AND DISCLAIMERS
7.1 Limited Warranty: Licensor warrants that the Software will perform substantially in accordance with the Documentation for a period of ninety (90) days after delivery.
7.2 Disclaimer: Except as expressly set forth, the software is provided "as is" without warranty of any kind.

8. LIMITATION OF LIABILITY
8.1 In no event shall either party be liable for any indirect, incidental, special, or consequential damages.
8.2 Licensor's total liability under this agreement shall not exceed the amounts paid by licensee during the twelve (12) months prior to the claim.

9. INDEMNIFICATION
9.1 By Licensee: Licensee agrees to indemnify and hold harmless Licensor from any claims arising out of Licensee's misuse of the Software.
9.2 By Licensor: Licensor agrees to indemnify Licensee against claims that the Software infringes any third-party intellectual property rights.

10. TERM AND TERMINATION
10.1 Term: This Agreement shall commence on the Effective Date and remain in effect for three (3) years unless terminated earlier.
10.2 Termination for Convenience: Either party may terminate with ninety (90) days' written notice.
10.3 Termination for Cause: Either party may terminate for material breach not cured within forty-five (45) days of written notice.
10.4 Effect of Termination: Upon termination, Licensee shall cease all use and distribution of the Software and return or destroy all copies.

11. GENERAL
11.1 Governing Law: This Agreement shall be governed by the laws of the State of Delaware.
11.2 Dispute Resolution: Any disputes shall be resolved through binding arbitration in Wilmington, DE.
11.3 Force Majeure: Neither party shall be liable for delays due to causes beyond its reasonable control.
11.4 Notices: All notices shall be in writing and sent to the addresses listed above.
11.5 Entire Agreement: This Agreement, including its exhibits, constitutes the entire agreement and supersedes all prior discussions.
11.6 Amendment: No amendment shall be valid unless in writing and signed by both parties.
11.7 Assignment: Licensee may not assign this Agreement without Licensor's prior written consent.

EXHIBIT A: SOFTWARE DESCRIPTION

Product Name: TI-Analyze AI v3.0
Functionality: Predictive analytics tool for supply chain optimization.
License Key: Activation upon receipt of first royalty payment.


SIGNATURES
LICENSOR: TechInnovations Inc.
Name: John A. Smith

Title: Chief Legal Officer

Date: March 15, 2024

Signature: ___
LICENSEE: GlobalSolutions Corp.
Name: Maria L. Chen

Title: CEO

Date: March 15, 2024

Signature: ___