Technology License Agreement Framework

ATTORNEY REVIEW REQUIRED: This is a framework outline, NOT a final agreement. A qualified attorney must draft the full Technology License Agreement between the PROVENIQ Charitable Trust and PROVENIQ Foundation, Inc. This framework identifies the key terms and provisions that should be addressed.

TECHNOLOGY LICENSE AGREEMENT FRAMEWORK

Parties

• Licensor: PROVENIQ Charitable Trust (“the Trust”)
• Licensee: PROVENIQ Foundation, Inc. (“the Foundation”)

KEY TERMS TO ADDRESS

1. Grant of License

The Trust grants the Foundation a perpetual, royalty-free, exclusive operational license to use, deploy, maintain, enhance, and sublicense the Pet Command technology ecosystem in furtherance of the Foundation’s charitable mission.

2. Licensed Technology

All platforms, software, specifications, documentation, branding, and related IP comprising the Pet Command ecosystem, including MAYDAY, ShelterOS, LifeLog, VetOS, Guardians, ACO-Mobile, SYSOP, and future additions.

3. Scope of Rights

Attorney should address: right to use, right to modify, right to create derivative works, right to sublicense to end users, geographic scope, field-of-use limitations (if any), and whether the license is exclusive or non-exclusive.

4. Sublicensing Authority

The Foundation may sublicense Pet Command technology to qualified end users (shelters, rescues, veterinary practices, municipal agencies) consistent with the Foundation’s charitable mission. Sublicense terms to be addressed in a separate sublicense template.

5. Ownership of Enhancements

Attorney should address: who owns enhancements, modifications, and derivative works created by the Foundation. Options include Trust ownership of all derivatives, Foundation ownership of enhancements with license-back to Trust, or joint ownership. This is the most critical term to negotiate.

6. IP Protection Obligations

Both parties’ obligations to protect the IP, including: confidentiality, security, enforcement against infringement, and notification obligations.

7. Quality Standards

Any standards the Foundation must maintain in deploying and maintaining the platforms.

8. Reporting

Any reporting the Foundation must provide to the Trust regarding platform usage, sublicenses, or IP matters.

9. Term and Termination

Conditions under which the license may be terminated, revoked, or modified. Perpetual licenses may still have termination-for-cause provisions.

10. Survival Provisions

What happens to Foundation-developed enhancements, sublicenses, and user data if the license is terminated.

11. Dispute Resolution

Mediation, arbitration, or litigation procedures for disputes between the Trust and Foundation.

12. Governing Law

West Virginia law.