Extract to table

" Nexilis further provided that the failure to provide timely notice shall relieve Nexilis of its indemnification obligation "to the extent that Licensor is materially prejudiced by such failure

However, the "pro-rata portion of unearned License Fees" refund formula in option (c) must be clearly defined to avoid disputes

We recommend specifying that the pro-rata refund shall be calculated on a straight-line amortization basis over the five-year license term — that is, the refund shall equal the total aggregate fees paid, less 1/60th of the aggregate fees for each full calendar month of the license term elapsed as of the termination date

Additionally, all affiliate sublicenses must be limited to activities within the Permitted Field

All sublicenses must incorporate terms no less protective of Nexilis's intellectual property rights than the terms of the master License Agreement

We recommend negotiating for the following structure: (a) Pre-approved categories of sublicensees — specifically, hosting partners, managed service providers, system integrators, and value-added resellers — that may receive sublicenses without requiring case-by-case consent from Nexilis, provided that such sublicensees agree to the flow-down terms required by the License Agreement; (b) For all other categories of third-party sublicensees, Nexilis's consent shall be required but shall not be unreasonably withheld, conditioned, or delayed, and shall be deemed granted if Nexilis does not respond within fifteen (15) business days of Brightfield's written request