Planning Poker® License Agreement

Mountain Goat Software uses a company called Kardwell (www.kardwell.com) to print our Planning Poker® cards. Kardwell's cards are the best in the industry as they print many of the cards you'd find in casinos and stores. The contact person for Kardwell is Fred (fred@kardwell.com). Please contact Fred regarding minimum orders and pricing information.
If you are looking for someone to print your cards in Europe, we suggest contacting Steve Shedden (steve@ivory.co.uk) who works for Ivory.co.uk.
Mountain Goat Software has a trademark on the cards and a copyright on the number sequence. You must identify the Mountain Goat Software trademark and copyright. On the box and/or cards, it must say:
PLANNING POKER ® is a registered trademark of Mountain Goat Software, LLC
Sequence of values is (C) Mountain Goat Software, LLC
This license agreement (“Agreement”) is effective upon the date, and is between You and Mountain Goat Software, LLC, (“MGS”).

WHEREAS MGS is the owner of all rights, title and interests in and to the trademark
PLANNING POKER (U.S. Registration No. 3,473,287), and the good title in and to the copyright in the PLANNING POKER decks of cards (including instructional text, compilation, selection and arrangement) (hereinafter, the “Licensed IP”).

WHEREAS You desire to take a license from MGS to use the Licensed IP in connection with Your own distribution, sale and marketing of PLANNING POKER-type cards (the “Cards”).

NOW, THEREFORE, You agree to be legally bound as follows:

1. GRANT OF LICENSE: MGS grants to You, subject to the terms and conditions below, a royalty-free, worldwide, non-exclusive license, subject to termination rights, to use the Licensed IP on and in connection with the marketing, promotion, advertisement, distribution, and sale of Your own version of the Cards. The Licensed IP covered by this Agreement may be expanded only upon the prior written approval of MGS.

2. ENFORCEMENT, INDEMNIFICATION: You will assist MGS, to the extent necessary, to protect any of MGS’s rights to the Licensed IP and MGS, if it so desires and in its sole discretion, may commence or prosecute any claims or suits in its own name, Your name, or join You as a party thereto. You will notify MGS in writing of any infringements or imitations by others of the Licensed IP of which You are aware. MGS will have the sole right to determine whether or not any action will be taken on account of such infringements or imitations. You agree that You are not entitled to share in any proceeds received by MGS (by settlement or otherwise) in connection with any formal or informal action brought by MGS hereunder.

You hereby agree to indemnify, defend, and hold MGS, its shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from any claims, suits, damages, and costs (including attorneys’ fees and expenses) arising out of (i) any unauthorized use of or infringement of any intellectual property right by You in connection with the Licensed IP covered by this Agreement, (ii) alleged defects or deficiencies in the Cards or the use thereof, or false advertising, fraud, misrepresentation or other claims related to the Cards and not involving a claim of right to the Licensed IP, (iii) any breach by You of this Agreement, (iv) third party claims alleging libel or slander against, or invasion of the right of privacy, publicity or property of, or violation or misappropriation of any other right of any third party arising out of the Cards or Your performance of this Agreement, (v) the injury or alleged injury by You of any person and/or (vi) agreements or alleged agreements made or entered into by You
to effectuate the terms of this Agreement. The indemnification hereunder will survive any expiration or termination of this Agreement.

3. COPYRIGHT AND TRADEMARK NOTICES: 
All uses of the Licensed IP will include the following, as appropriate: PLANNING POKER® when referencing such MGS trademark and/or © 2006-08 Mountain Goat Software with respect to MGS’s proprietary authorship (and any other notice designations legally required or useful for enforcement of copyright, trademark or service mark rights as determined solely by MGS). MGS will have the right to revise the above notice requirements and to require some other notices, or to provide guidance or specific or guidelines or examples regarding Your use of the Licensed IP,
as will be reasonably necessary to protect the interest of MGS in the Licensed IP. . Upon request, You will deliver to MGS the required number and type of specimen samples necessary for use in procuring copyright, trademark and/or service mark registrations in the name of MGS. MGS will be solely responsible for taking such action as it deems appropriate to obtain such copyright, trademark or service mark registrations for the Licensed IP. If it will be necessary for You to be the applicant to effect any such registrations, You will and hereby do assign to MGS all of Your
right, title and interest in and to the copyright, trademark and/or service mark and in each trademark/service mark application and any resulting registration, along with the goodwill associated therewith now or at any time MGS determines is appropriate, and further agree to execute all papers necessary to effectuate and/or confirm such assignments.

4. APPROVALS: Prior to any use, sale, publication or distribution to the public of any products, items, goods or materials bearing the Licensed IP, You will supply MGS with a sample of such item. MGS will review the sample and within twenty (20) days of receipt, notify You of its approval or objections to said use. If the sample is not disapproved within twenty (20) days of receipt by MGS, it will be considered approved. Such sample must be approved before it may be used by You in any way. Such samples will also be sent upon any change in design, style or quality, which will necessitate subsequent approval by MGS. All Licensed IP will be maintained at a standard that is equivalent in MGS’s determination to other goods and services which contain intellectual property licensed by MGS. Upon MGS’s approval, photographs may be provided as samples where it is not feasible to provide an original sample. You will provide MGS with at least 30 days advance notice of the first date each approved sample bearing the Licensed IP will be offered for distribution, marketing, advertising or sale. You will maintain all goods bearing the Licensed IP at a high quality standard reasonably acceptable to MGS. MGS also has the right to inspect any goods covered-by this Agreement at any time to ensure that the goods are maintained at a high quality standard reasonably acceptable to MGS.

5. GOODWILL: You recognize the great value of the publicity and goodwill associated with the Licensed IP owned by MGS and in such connection, You acknowledge that such goodwill belongs exclusively to MGS, and that the Licensed
IP owned by MGS has acquired a secondary meaning in the minds of the purchasing public.

6. SPECIFIC UNDERTAKINGS OF YOU: During the license period, and each additional license period if any, and thereafter, You agree that: 

- You will not acquire any rights in the Licensed IP as a result of Your use, and all use of the Licensed IP will inure to MGS’ s benefit;

- You will not, directly or indirectly, attack the title of MGS to the Licensed IP, or any similar marks, as determined by MGS, or any copyright, trademark or service mark pertaining thereto, nor will You attack the validity of the license granted hereunder, or use the Licensed IP in any manner other than as licensed hereunder;

- You will not at any time use any other trademark or service mark similar to or incorporating the Licensed IP, as determined by MGS or copy the Licensed IP except to the extent permitted herein, or apply to register or register any copyright, trademark, or service mark similar to the Licensed IP, as determined by MGS, or file any document with any governmental authority or take any action which would affect the ownership of the Licensed IP mark or aid or abet anyone in doing so; and

- You will not harm, misuse or bring into disrepute the Licensed IP.

7. ACKNOWLEDGMENT OF RIGHTS: You hereby acknowledge the proprietary nature of the Licensed IP, that You have no right, title or interest in the Licensed IP, and that all uses of the Licensed IP inure to the benefit of MGS. You represents that You have not made any unauthorized use of the Licensed IP and You agree that You will make no use of the Licensed IP, other than as provided in this Agreement, without the prior written consent of MGS.

8. TERMINATION: MGS will have the right to terminate this Agreement without prejudice to any other rights which it may have, whether under the provisions of this Agreement, in law or in equity or otherwise, at any time and without cause, upon thirty (30) days written notice to You.

9. NO PARTNERSHIP: This Agreement does not constitute and will not be construed as constituting an agency, partnership or joint venture relationship between You and MGS. You will have no right to obligate or bind MGS in any manner whatsoever, and nothing herein contained will give or is intended to give any rights of any kind to any third persons.

10. MISCELLANEOUS: Paragraph headings contained in this Agreement are for convenience only and will not otherwise be given any legal effect. This Agreement will be construed in accordance with the laws of the State of Colorado, which will be the sole jurisdiction for any disputes. The determination that any provision of this
Agreement is invalid or unenforceable will not invalidate this Agreement, and the remainder of this Agreement will be valid and enforceable to the fullest extent permitted by law. This Agreement, when fully executed, will represent the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements, between You and MGS with respect to the subject matter hereof.
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Planning Poker® License Agreement

Signed:
