```markdown
# License Agreement
**This License Agreement ("Agreement") is made as of [Date], by and between [Licensor Name], with a principal place of business at [Licensor Address] ("Licensor"), and [Licensee Name], with a principal place of business at [Licensee Address] ("Licensee").**
## 1. Grant of License
Licensor hereby grants Licensee a non-exclusive, non-transferable, revocable license to use the [Name/Description of License] ("Licensed Material") in accordance with the terms and conditions of this Agreement.
## 2. Duration
This Agreement shall commence on the date first above written and shall continue for a period of [Duration] unless terminated earlier in accordance with this Agreement.
## 3. License Fee
Licensee agrees to pay Licensor a fee of [Amount] for the use of the Licensed Material, payable [Payment Terms].
## 4. Scope of Use
Licensee shall have the right to use the Licensed Material solely for the following purpose(s):
- [Purpose 1]
- [Purpose 2]
Licensee shall not use the Licensed Material for any other purposes without the prior written consent of Licensor.
## 5. Ownership
Licensor retains all right, title, and interest in and to the Licensed Material. Licensee acknowledges that it does not acquire any ownership rights in the Licensed Material by virtue of this Agreement.
## 6. Confidentiality
Licensee agrees to maintain the confidentiality of any proprietary information disclosed by Licensor in connection with this Agreement and shall not disclose such information to any third party without Licensor's prior written consent.
## 7. Termination
Either party may terminate this Agreement upon [Number] days written notice to the other party. Upon termination, Licensee shall immediately cease all use of the Licensed Material and return or destroy all copies of the Licensed Material in Licensee's possession.
## 8. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Material.
## 9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.
## 10. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, and understandings, whether oral or written.
## IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date first above written.
**Licensor:**
[Licensor Name]
By: ___________________________
Name: [Name]
Title: [Title]
**Licensee:**
[Licensee Name]
By: ___________________________
Name: [Name]
Title: [Title]
[Optional Notary section]
```
*Note: Be sure to replace placeholders like [Licensor Name], [Licensee Name], [Amount], etc., with actual details relevant to your agreement.*