AutoPhi V18-Achievement -- Seed Series #23

MASTER TECHNOLOGY LICENSING AGREEMENT This Master Technology Licensing Agreement ("Agreement") is entered into as of the date of electronic signature below ("Effective Date"), by and between: LICENSOR: Christopher Gabriel Brown 1341 Wellington Cove Lawrenceville, GA 30043-5255, USA Email: crioneaka@outlook.com (hereinafter referred to as "Licensor") LICENSEE: The purchasing party identified through checkout information (hereinafter referred to as "Licensee") Licensor and Licensee are individually referred to as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Licensor is the sole inventor and owner of certain patented technologies, trade secrets, and associated intellectual property described herein; WHEREAS, Licensor maintains a portfolio of twenty-one (21) United States patents covering technologies in computing, aerospace, energy, biomedical, IoT, cybersecurity, and related fields; WHEREAS, Licensee desires to obtain a limited license to use certain of Licensor's patented technologies for commercial purposes within the United States of America; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the Parties agree as follows: ARTICLE 1 — DEFINITIONS 1.1 "Licensed Technology" means the patented invention(s), associated documentation, technical specifications, and know-how as described in the product listing. 1.2 "Licensed Patent(s)" means the specific United States patent(s) identified in the product listing. 1.3 "Territory" means the United States of America and its territories, exclusively. 1.4 "Confidential Information" means all non-public information disclosed by either Party to the other in connection with this Agreement. ARTICLE 2 — GRANT OF LICENSE 2.1 LICENSE GRANT. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, revocable license to use the Licensed Technology solely within the Territory for the duration of the Term. 2.2 SCOPE LIMITATIONS. The license granted herein: (a) Does NOT include the right to sublicense, assign, or transfer any rights to any third party; (b) Does NOT include the right to modify, reverse-engineer, decompile, or create derivative works; (c) Does NOT convey any ownership interest in the Licensed Technology or Licensed Patents. 2.3 AMERICA FIRST RESTRICTION. This license is available exclusively to companies incorporated, headquartered, and primarily operating within the United States of America. Licensee shall not sublicense, transfer, or make available the Licensed Technology to any foreign entity. ARTICLE 3 — INTELLECTUAL PROPERTY OWNERSHIP 3.1 The Licensed Technology, Licensed Patents, and all associated intellectual property rights are and shall remain the sole and exclusive property of Licensor. 3.2 Any improvements, modifications, or derivative works created by Licensee based on the Licensed Technology shall be owned by Licensor. ARTICLE 4 — CONFIDENTIALITY 4.1 Each Party agrees to hold in strict confidence all Confidential Information received from the other Party. ARTICLE 5 — REPRESENTATIONS AND WARRANTIES 5.1 THE LICENSED TECHNOLOGY IS PROVIDED "AS IS." LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. 5.2 NO REFUNDS. ALL PAYMENTS MADE UNDER THIS AGREEMENT ARE FINAL, NON-REFUNDABLE, AND NON-RECOVERABLE UNDER ANY CIRCUMSTANCES. ARTICLE 6 — GOVERNING LAW 6.1 This Agreement shall be governed by the laws of the State of Georgia, United States of America. 6.2 The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Gwinnett County, Georgia. ARTICLE 7 — EXPORT CONTROL 7.1 Licensee shall not export or re-export the Licensed Technology to any country, entity, or person prohibited by United States law. BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.