A limited internal-use license with controlled, periodic sharing of system improvements and marketing insights.
Complete the deployment scope and Exhibit A. Identify the separate NDA and commercial agreement. This license does not itself establish compensation, equity, a partnership, or authority to act for either party.
"System" means the Veritas Workstation materials identified in Exhibit A and actually delivered by Licensor, including specified software, rule files, prompts, frameworks, templates, documentation, and configuration. It excludes Licensor systems, repositories, credentials, services, client-specific data, and materials not delivered.
"Authorized User" means a Licensee employee or individual contractor who needs access for the Permitted Purpose, is within the agreed scope above, and is bound by written confidentiality and use restrictions at least as protective as this Agreement. "Permitted Purpose" means Licensee's own internal business operations described in Exhibit A.
"Licensee Data" includes Licensee inputs, outputs about its business, customer and vendor information, financial information, strategies, records, and other content supplied to or generated through Licensee's operation of the System, other than Marketing Insight as defined below.
"Licensor Materials" means the System, its architecture and methodology, Licensor documentation and Confidential Information, and Improvements owned or licensed by Licensor. "Improvement" means a reusable correction, extension, technical pattern, rule, workflow, configuration, or methodological refinement to the System that does not contain or reveal Licensee Data or Licensee Confidential Information.
"Marketing Insight" means marketing and advertising performance information arising from Licensee's use of the System for marketing purposes — including campaign results, creative and messaging performance, channel and audience effectiveness, and conversion and attribution data — that does not contain or reveal Licensee Data or Licensee Confidential Information. A business conclusion, company-specific workflow, decision, output, dataset, or insight about Licensee that does not qualify as a Marketing Insight is not an Improvement.
Subject to this Agreement, Licensor grants Licensee during the Term a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, reproduce only as technically necessary, and use the delivered System solely for the Permitted Purpose, in the Permitted Environment, by Authorized Users. Licensee may make a reasonable number of encrypted backup or archival copies. All copies remain subject to this Agreement and must retain proprietary notices.
No affiliate, portfolio company, customer, vendor, managed-service client, or other third party may use or receive the System unless expressly listed in Exhibit A or authorized by a signed amendment. This is a license, not a sale or transfer of ownership. No right is granted by implication, estoppel, or otherwise.
Licensor and its licensors retain all right, title, and interest in the Licensor Materials. Licensee retains all right, title, and interest in Licensee Data, Licensee Confidential Information, and Licensee technology developed independently of the System. Except for the express licenses in this Agreement, neither party acquires rights in the other party's property. Licensee outputs are owned by Licensee to the extent they do not reproduce, reveal, or embody Licensor Materials; embedded Licensor Materials remain owned by Licensor and licensed only under Section 2.
Licensee will not, and will not permit another person to: (a) sell, sublicense, distribute, publish, rent, lease, timeshare, host for third parties, or provide the System as a service; (b) disclose source materials, rule files, prompts, configuration, architecture, or methodology except to Authorized Users; (c) remove notices or represent Licensor Materials as Licensee's proprietary creation; (d) use the System to create or train a competing workstation, framework, product, or service; (e) use the System unlawfully or to violate another person's rights; (f) bypass security or access controls; or (g) reverse engineer, decompile, disassemble, translate, or seek to derive protected source, methodology, or nonpublic components, except to the limited extent a restriction is prohibited by applicable law. Licensee will not use Licensor Materials or confidential System outputs to train or evaluate a generally available AI model without written consent.
5.1 No automatic collection. Licensor receives no right under this Agreement to monitor Licensee's activity, enter Licensee's environment, access repositories or logs, or automatically collect data, telemetry, prompts, outputs, Improvements, or Marketing Insights. Any contribution occurs through a deliberate disclosure authorized by Licensee.
5.2 Periodic contribution. Licensee will, on a periodic basis and in good faith, submit contribution records substantially in the form of Exhibit B for Improvements and Marketing Insights arising from its use of the System. A proposed contribution becomes a "Contributed Improvement" only when documented in a written contribution record that: (a) describes the contribution; (b) confirms removal of Licensee Data and Licensee Confidential Information; (c) identifies contributors and third-party components; and (d) is approved by Licensee's authorized representative. This section does not require continuous or real-time reporting — periodic, good-faith submission satisfies it.
5.3 Ownership and license. To the extent Licensee owns a Contributed Improvement, Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid license to use, reproduce, modify, make, have made, distribute, display, perform, create derivative works from, and otherwise exploit it in connection with the System and Licensor's business. Licensee retains ownership of its contribution. If the parties want Licensor to own a particular contribution, they must select and sign the assignment option in Exhibit B; for that contribution, Licensee hereby assigns all right, title, and interest identified in the signed record. No ownership transfer arises from informal feedback, support communications, or use of the System.
5.4 Further assurances and credit. Each party will reasonably cooperate, at the requesting party's expense, to document rights granted under a signed contribution record. Licensor has no obligation to incorporate a contribution or provide attribution, payment, royalties, or other consideration unless separately agreed in writing.
Licensee is never required to disclose Licensee Data or Licensee Confidential Information as an Improvement or Marketing Insight. If a proposed contribution cannot reasonably be separated from that information, Licensee need not contribute it. Licensee controls whether and how its information is submitted to the System and is responsible for having necessary rights and notices.
Unless a separate signed agreement expressly authorizes hosted processing, Licensor does not receive, host, or process Licensee Data under this Agreement. The parties will address any hosted service, personal-data processing, security obligations, retention, incident response, or cross-border transfer in a separate written addendum before such processing begins.
Licensor may, but is not obligated to, provide updates, patches, documentation, or support. Updates delivered under this Agreement become part of the System unless different written terms accompany them. Licensee has no right to access Licensor's private repositories, working environment, accounts, or infrastructure. Licensor may use third-party or open-source components identified in Exhibit A; those components remain subject to their applicable licenses, which control if they conflict with this Agreement as to the component. Except as expressly stated in a signed commercial agreement, Licensor has no service-level, maintenance, compatibility, or support obligation.
Each party will use reasonable administrative, technical, and physical safeguards for the other party's Confidential Information in its control. Licensee will restrict access to Authorized Users, protect credentials, maintain reasonable backups, and promptly notify Licensor of suspected unauthorized access, copying, or disclosure of the System. Licensee is responsible for its deployment, outputs, decisions, legal and regulatory compliance, and human review appropriate to risk. The System is not a substitute for legal, medical, financial, security, safety, or other professional judgment.
The parties' identified NDA governs Confidential Information and is incorporated only for that purpose. If no NDA is effective, each party will protect nonpublic information marked confidential or reasonably understood to be confidential using at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel with a need to know and equivalent duties. These duties do not cover information that the recipient can document is public without breach, already lawfully known without restriction, independently developed without use, or rightfully received without restriction. Nothing prohibits lawful reports to government authorities, communications with counsel, or other legally protected activity.
This Agreement begins on the Effective Date and continues while the related business relationship remains active, unless Exhibit A states a fixed term or either party terminates on 30 days' written notice. Licensor may suspend access reasonably necessary to address a security threat or material misuse. Either party may terminate for a material breach not cured within 10 days after written notice, or immediately if the breach is not curable, involves intentional misuse or unauthorized disclosure of core System materials, or the other party becomes subject to insolvency proceedings not dismissed within 60 days.
Upon expiration or termination, Licensee will stop using the System and, within 15 days, return or securely delete all copies under its control, except one inaccessible archival copy maintained solely for legal compliance. At Licensor's request, Licensee will certify deletion. Termination does not revoke licenses already granted for Contributed Improvements or affect accrued rights. Sections 3–6 and 9–15 survive as applicable.
Each party represents that it has authority to enter this Agreement. Licensor represents that, to its knowledge, it may grant the express license. Licensee represents that it may provide each approved contribution and that a Contributed Improvement will not knowingly contain unauthorized third-party confidential information or code.
Except for these express representations and to the maximum extent permitted by law, the System, updates, support, and outputs are provided "as is" and "as available." Licensor disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and results. Licensor does not warrant that the System will be uninterrupted, secure, error-free, or suitable for high-risk or regulated use.
To the maximum extent permitted by law, neither party will be liable under this Agreement for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility. Licensor's aggregate liability arising from this Agreement will not exceed the greater of (a) amounts Licensee paid Licensor specifically for the System during the 12 months before the event giving rise to liability or (b) $500. The exclusions and cap do not apply to a party's fraud, willful misconduct, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, or payment obligations. Applicable law may require different treatment, in which case liability is limited to the greatest extent permitted.
This Agreement governs the license and contribution process. The NDA governs confidentiality; a signed commercial agreement governs compensation, equity, revenue share, services, and other business terms. If documents conflict, the more specific signed provision controls for its subject. Nothing creates a partnership, joint venture, fiduciary relationship, agency, franchise, employment relationship, or authority to bind the other party.
Governing law and forum. Minnesota law governs without regard to conflict-of-law rules. Subject to mandatory law or a signed arbitration agreement, exclusive venue lies in state or federal courts serving Hennepin County, Minnesota. Assignment. Licensee may not assign this Agreement without Licensor's written consent. Licensor may assign it with the System or its business to an affiliate or successor. A prohibited assignment is void. Notices. Formal notices must be in writing and delivered to the addresses or emails in Exhibit A, with receipt reasonably confirmed.
Entire agreement. This Agreement, its exhibits, and specifically identified related agreements are the complete agreement on its subject. Amendments and waivers must be in a signed writing. Failure to enforce is not a waiver. Severability. An unenforceable provision will be limited to the minimum extent necessary; the remainder continues. Force majeure. Neither party is liable for delay caused by events beyond reasonable control, except payment and information-protection duties. Counterparts and electronic signatures. Counterparts and electronic signatures are effective as originals. Headings aid reference only.
Each signer represents that the signer has authority to bind the identified party and agrees to this Agreement as of the Effective Date.
Do not place Licensee Data, customer records, credentials, or regulated information into any Veritas component unless the parties have first documented the authorized processing, security controls, retention rules, and responsible system owner. The license itself does not authorize hosted processing by Albee Holdings.
This exhibit defines what is actually licensed. Attach a delivery manifest if the System includes many files.
Agreed and incorporated into the Agreement — Licensor initials: [___] Licensee initials: [___] Date: [___]
Complete one record for each proposed contribution. Nothing is contributed until Licensee's authorized representative approves this record.
| Rights selection (choose one) | |
|---|---|
| ☐ License | Licensee retains ownership and grants Licensor the perpetual license in Section 5.3. |
| ☐ Assignment | For the consideration acknowledged in the Agreement, Licensee hereby assigns to Licensor all right, title, and interest Licensee owns in this contribution, including intellectual-property rights worldwide. Licensor accepts the assignment. |