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Contact
Ambient Corporation
109 W. Goose Alley
Urbana IL, 61801
USA
Phone: 1-217-408-4085
Fax: 1-877-559-5651
Thank you for your interest in the Audeo Basic SDK!

In this package, you'll be able to get started with the following:
The Audeo sensor
The Audeo wireless module
User Manual
Price:	US 2,000
US flat shipping fee:	US 15
International flat shipping fee:	US 25
Delivery time is approximately 1 week.
License Agreement
RESEARCH AND DEVELOPMENT LICENSE AGREEMENT 
FOR THE AUDEO BASIC DEVELOPMENT KIT

This RESEARCH AND DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is made by and between Ambient Corporation, an Illinois corporation having a principal place of business in Champaign, Illinois, (hereinafter referred to as “Licensor”) and the individual whose name and location is stated below (hereinafter referred to as “Licensee”). 

RECITALS

WHEREAS, Licensor is the sole owner of all right, title, and interest in and to certain inventions, technology, know-how, and patents and patent applications and other intellectual property rights relating to The Audeo™ (such rights and interests collectively referred to in this Agreement as “Base Technology” and specifically identified in User Manual); 

WHEREAS, Licensee desires to acquire from Licensor non-exclusive rights to utilize the Base Technology for the purpose of conducting research and development in the field of human interface communication; and

WHEREAS, Licensor has the right to grant the rights transferred under this Agreement, and Licensor is willing to grant such rights upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:  

1.	Grant of License.  Licensor hereby grants to Licensee a nonexclusive, non-assignable, right and license to utilize the Base Technology.

2.	Limitations on Grant.  The rights granted by this Agreement allow for the use of the Base Technology only for research and development purposes.  No right or license is granted for the manufacture, use or sale of the Base Technology or any component thereof. Neither the Base Technology nor any part thereof may be incorporated into another product for any purpose, except that the Base Technology may be incorporated into a single product by Licensee strictly for purposes of testing and evaluation.  The rights granted by this Agreement shall not be assigned by Licensee to any third party without prior express consent in writing from Licensor. 

3.	License Fee.  In consideration of the rights granted herein, Licensee shall pay to Licensor a one time, nonrefundable user fee of two thousand dollars (2,000) per development kit at the time of order.

4.	Hardware.  

(a)	Delivery.  Licensor shall deliver to Licensee all hardware related to the Base Technology maximum one (1) week after the day of order and after the license fee payment is completed.

(b)	Return.  Upon termination of this Agreement for any reason, Licensee shall promptly return to Licensor all hardware transferred pursuant to this Agreement.

(c)	Replacement.  Licensor shall have the option, during the Term of this Agreement, to replace and update hardware related to the Base Technology, but Licensor shall not be required to do so.

5.	Improvements and Inventions.  

(a)	Licensee’s Inventions.  Licensee shall have the right to take all steps necessary and appropriate to protect any inventions, processes, methods, compositions or other developments which are conceived of solely by Licensee as a result of its research and development relating to the Base Technology during the Term of this Agreement (hereinafter collectively referred to as “Developed Technology”).

(b)	Joint Inventions.  Any intellectual property relating to the Base Technology and developed jointly by Licensor and Licensee during the Term of this Agreement shall be the exclusive property of Licensor.  

6.	Right of Refusal.  Licensor shall have a right of first refusal as to the development rights, manufacturing rights, commercialization rights, distribution rights and intellectual property rights (including but not limited to patents, trademarks, copyrights and trade secrets) for each Developed Technology and protected by Licensee as described in Section 6(a).
In the event Licensee has a Developed Technology which it wishes to allow a third party to develop, manufacture, commercialize or distribute, or in the event it wishes to license or transfer intellectual property rights to a Developed Technology to a third party, (all of which shall be included in the term “Third Party Transaction”), Licensee shall provide Licensor notice in writing of its intention to so act.  If Licensor responds to such notice in writing to Licensee within thirty (30) days, there shall be a sixty (60) day Standstill Period during which Licensee shall not contact any third party in relation to a Third Party Transaction.  Licensor shall have the Standstill Period to evaluate the disclosure by Licensee and to discuss an appropriate arrangement.  If the parties have not executed at least a non-binding letter of intent by the end of the Standstill Period, Licensee may proceed with any Third Party Transaction.
In the event Licensee arrives at a tentative Third Party Transaction agreement with a third party, such agreement shall contain a paragraph which discloses Licensor’s Right of First Refusal.  Upon the execution of the Third Party Transaction agreement, Licensee shall provide a copy of said agreement to Licensor.  Licensor shall then have thirty (30) days to substantially match the terms of the Third Party Transaction agreement.  In the event Licensor provides notice that it will substantially match the terms of the Third Party Transaction agreement, Licensor shall have the rights which would have inured to the Third Party and Licensor and Licensee shall execute a clean copy of such agreement.  Licensee shall not be entitled to reject Licensor’s match due to any superior manufacturing capability or distribution capability or other attributes which the third party may have. 
	In the event Licensor does not match the Third Party Transaction agreement within thirty (30) days, Licensee shall have an additional thirty (30) days to confirm said Third Party Transaction agreement with the third party.  In the event said agreement is not confirmed and the Third Party Transaction falls through, Licensee shall be required to follow the entire process described in this Section 7 prior to consummating any subsequent Third Party Transaction. 
	Notwithstanding any provision of any proposed Third Party Transaction agreement, Licensor may match the terms provided in the proposed Third Party Transaction agreement through a combination of Licensor meeting the obligations through Licensor company personnel and also through contracting with outside parties for things including but not limited to sales, distribution and manufacturing. 

7.	Publications.

(a)	Licensor Approval.  The results of Licensee’s research and development relating to the Base Technology may be published, and Licensee’s researchers shall be permitted to present such results at symposia and professional meetings, and to publish such results in journals, theses or dissertations, provided, however, that the Licensor receives copies of any proposed publication or presentation at least thirty (30) days before the submission of such a publication or presentation to a journal, editor or other third party.  Thereafter, the Licensor shall have thirty (30) days after receipt of the copies from the Licensee to object to the proposed presentation or publication on the grounds that the presentation or publication would reveal information or technology which may be patented, or contains Confidential Information of the Licensor.

(b)	Protection of Information.  If the Licensor objects to a presentation or publication, the Licensee shall not publish or present the information for sixty (60) days following Licensor’s objection so as to allow the Licensor to apply for patents with the United States Patent and Trademark Office and/or foreign patent office(s) to protect the subject matter of the proposed publication or presentation.  Following publication, the Licensee shall have the right to freely publish, reproduce, and use any such publications for its own use.

(c)	Attribution.  For any publication, article or presentation made by the Licensee in accordance with the procedures set forth in this Section 7, the Licensee shall attribute the Base Technology to the Licensor by its name as “Ambient Corporation™” and refer to the device by its name as “The Audeo™.” 

8.	Term and Termination.

(a)	Term.  This Agreement shall commence on the day that the Licensee order 

(b)	Return of Proprietary Materials. Any software, hardware or Confidential Information (defined below) in any form delivered to Licensee by Licensor for the purpose of accomplishing the objectives of this Agreement shall be returned to Licensor promptly upon termination of the Agreement. 

(c)	Bankruptcy/Insolvency/Change of Ownership.  This Agreement shall immediately terminate without notice by either party upon the occurrence of any one or more of the following events, whether by the voluntary act of Licensee or otherwise: (i) Licensee becomes bankrupt or insolvent, or files a petition for bankruptcy; (ii) the business of Licensee is placed in the hands of a receiver, assignee or trustee; (iii) Licensee is liquidated or dissolved; (iv) all or substantially all of the assets or shares of Licensee are sold, exchanged or transferred; or (v) a merger or consolidation to which Licensee is a party.

(d)	Option at Default.  Either party, at its option, may give notice of the termination of this Agreement if the other party defaults in the performance of any material obligation, and if the default has not been remedied within ninety (90) days after written notice to the defaulting party describing the default. 

9.	Confidentiality.  

(a)	Definition.  “Confidential Information” shall mean any technical data, trade secret, know-how or other information relating to the Base Technology or any other aspect of Licensor’s business, which is not known to the public or previously known to Licensee and which is disclosed by any party hereunder in writing, orally, or by drawing or other form.  Licensee recognizes that the Base Technology and all non-public information relating thereto are the proprietary and confidential property of Licensor and that disclosure of such information and property would cause irreparable harm to Licensor.

(b)	Nondisclosure.  Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement nor at anytime thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Confidential Information provided by Licensor pursuant to this Agreement.  Licensee shall take all reasonable precautions to preserve the confidentiality of Licensor’s information and shall require that Licensee’s employees and any other persons with whom Licensee shares Confidential Information similarly preserve this information.  Licensee assumes responsibility for any breach of this Section 9 by its employees or any other persons with whom Licensee shares Confidential Information.  The provisions of this clause shall survive termination of this Agreement for any reason.

10.	Warranties and Limitation of Liability.

(a)	The Licensor provides a one (1) year warranty only to the hardware portion of the Base Technology in the event that the hardware does not function as described in the User Manual. The warranty coverage does not cover components that have failed due to normal wear and tear, by abuse or improper use of the hardware or the components therein. The Licensee shall return the hardware to the Licensor in their original condition, including the user manual, and its original packaging. The Licensee shall be responsible for all the cost associated with the hardware return. 

(B)	EXCEPT FOR ITEM (10.A) ABOVE, LICENSOR MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE BASE TECHNOLOGY, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING SUPPORT. TO THE GREATEST EXTENT ALLOWED BY LAW, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF LICENSOR HAD BEEN INFORMED OF SUCH PURPOSE) WITH RESPECT TO THE BASE TECHNOLOGY AND SUPPORT, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.

(C)	IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COST OF COVER OR OTHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND CAUSED IN WHOLE OR IN PART BY THE FURNISHING, PERFORMANCE OR USE OF THE BASE TECHNOLOGY OR SERVICES PERFORMED HEREUNDER. 

11.	Infringement.  Licensee shall promptly inform Licensor of any infringement of Licensor's intellectual property rights relating to the Base Technology.  Upon notice, Licensor shall take reasonable steps to protect its intellectual property rights from infringement and use reasonable diligence to prosecute, take action against or notify infringers when necessary as determined in Licensor’s sole discretion.

12.	Miscellaneous.

(a)	Relationship of the Parties.  This Agreement does not constitute a partnership agreement, nor does it create a joint venture, agency or employment relationship between the parties.  Neither party shall hold itself out contrary to the terms of this Paragraph.  Neither party shall be liable to any third party for the representations, acts or omissions of the other party. 

(b)	Force Majeure.  Neither party shall be responsible to the other for failure to perform any of the obligations (other than the obligation to pay money) imposed by this Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of power, governmental interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties or labor shortage or by any cause beyond the reasonable control of the party in question. 

(c)	Notices.  Unless otherwise expressly provided for, all notices, requests, demands, consents or other communications required or permitted under this Agreement must be in writing and must be delivered personally or sent by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth below (or to any other address given by either party to the other party in writing):

To Licensor:						
	
	Michael Callahan					
	Ambient Corporation					
	109 W Goose Alley						
	Urbana, IL 61801

With copies to:					 
	
	Alan R. Singleton					
	Singleton Law Firm, P.C. 			
	One East Main Street				
	Suite 215					
	Champaign, IL 61820
	
In the case of mailing, any notice, demand or consent shall be deemed to be received on the fifth (5th) business day after proper mailing.

(d)	Waiver.  No waiver by either party of any default, term or condition of this Agreement shall be effective unless such waiver is in writing, and no such waiver shall be construed as a waiver of any other term, condition or default.

(e)	Assignment.  The respective rights and obligations of Licensee under this Agreement shall not be assigned or transferred without the prior written consent of Licensor.  

(f)	Governing Law; Venue. This Agreement shall be governed and interpreted in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.  Jurisdiction and venue shall be proper only in the state and federal courts situated within Champaign County, Illinois, and both parties hereby consent to personal jurisdiction in such courts.

(g)	Headings.  The section and paragraph headings of this Agreement are intended as a convenience only and shall not affect the interpretation of its provisions.

(h)	Singular and Plural Terms.  Where the context of this Agreement requires, singular terms shall be considered plural, and plural terms shall be considered singular.

(i)	Severability.  If any provision of this Agreement is finally held by a court of competent jurisdiction to be unlawful, the remaining provisions of this Agreement shall remain in full force and effect.

(j)	Entire Agreement; Amendment.  This Agreement constitutes the complete and final understanding between the parties and supersedes all prior and contemporaneous oral or written communications between the parties concerning its subject matter.  No amendment or modification of this Agreement shall be deemed to be valid unless in writing and signed by both parties.  No course of dealing or usage or trade shall be used to modify or supplement the terms and conditions herein.
By writing your name and clicking the Order button below, you agree to the terms and conditions stated in the above license agreement.
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