Commercial License Agreement

1. Parties
This Commercial License Agreement ("Agreement") is entered into on [Effective Date] between:

Licensor: [Your Company/Name], having its principal place of business at [Address]; and

Licensee: the individual or entity acquiring rights under this Agreement.

2. Definitions

Model: The machine learning model described as [Model Name/Version] and any associated materials (e.g., weights, code, documentation).

Licensed Territory: Worldwide.

Licensed Field: Any commercial or non-commercial application.

Licensed Term: From the Effective Date until terminated as provided herein.

3. Grant of License
3.1. License. Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, worldwide license to use the Model solely for Licensee’s internal business purposes and/or integration into Licensee’s products or services, subject to payment of fees.
3.2. Sublicensing. Licensee [may/may not] grant sublicenses to third parties.

4. Fees and Payment
4.1. License Fee. Licensee shall pay Licensor a one-time license fee of [Amount] or a recurring fee as follows: [e.g., annual fee, per-seat royalty].
4.2. Payment Terms. Payments are due within 30 days of invoice. Late payments accrue interest at [Rate]% per month.

5. Restrictions
Licensee shall not:

Reverse engineer, decompile, or disassemble the Model;

Distribute the Model outside the scope of this Agreement;

Remove or alter any copyright, trademark, or proprietary notices;

Use the Model in violation of applicable laws or regulations.

6. Intellectual Property
All title, ownership rights, and intellectual property rights in the Model remain with Licensor. Licensee acquires no rights except as expressly set forth herein.

7. Confidentiality
Both parties shall maintain the confidentiality of any non-public information exchanged in connection with this Agreement and shall not disclose it to third parties without prior consent, except as required by law.

8. Warranties and Disclaimers
8.1. Disclaimer. The Model is provided "AS IS," without warranty of any kind, including merchantability, fitness for a particular purpose, or non-infringement.
8.2. No Guarantees. Licensor does not guarantee performance metrics or suitability for Licensee’s specific use-case.

9. Limitation of Liability
In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages (including loss of profits or data) arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

10. Term and Termination
10.1. Term. This Agreement remains in effect until terminated.
10.2. Termination for Cause. Either party may terminate upon material breach if not cured within 30 days of notice.
10.3. Effects of Termination. Upon termination, Licensee shall cease all use of the Model and destroy or return all copies.

11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict-of-law principles.

12. Miscellaneous
12.1. Entire Agreement. This Agreement constitutes the entire understanding between the parties.
12.2. Amendments. Any amendments must be in writing and signed by both parties.
12.3. Notices. Notices shall be sent to the addresses above.

IN WITNESS WHEREOF, the parties have executed this Commercial License Agreement as of the Effective Date.

Licensor: ______________________   Date: ____________

Licensee: ______________________   Date: ____________