FREDDIE MAC SINGLE FAMILY LOAN LEVEL DATA LICENSE AND SUBSCRIPTION AGREEMENT 

Fee-Based Distribution and Commercial Use 

Cover Page 

By the signatures of their authorized representatives below, both parties acknowledge the value and 

sufficiency of the consideration for entering into this Agreement and agree to be bound by its terms. 

Effective Date of Agreement: 01/01/2022 

License Fee $25,000 (Twenty Five Thousand Dollars) 

Data 

Certain historical loan-level data on fully amortizing, fully documented 30-year fixed rate 

mortgages that Freddie Mac purchased or guaranteed during specified periods of time, 

along with certain related data, information, documentation, and other content. 

Licensee Information 

Licensee 

Name: 

Licensee 

Address: 

Licensee’s Point of Contact 

for all Purposes: Freddie Mac’s Points of Contact: 

Name: Please direct inquiries regarding the data to 

Title: SF_Loan_Level_Data_Inquiry@freddiemac.com 

Address: Please direct inquiries regarding this agreement to 

bondadmintax@freddiemac.com

Telephone: 

Fax: 

Email: 

Licensee’s Point of Contact for 

Billing and Notification Purposes: Freddie Mac Wiring Information: 

Name: FHLMC WASH 

Title: ABA: 021033205 

Address: Account number: 205229057 

Telephone: Ref: SF Loan-Level Dataset, GL 229057, 

Cost Center 8494300000

Fax: 

Email: 

LICENSEE 

 

FEDERAL HOME LOAN MORTGAGE CORPORATION 

(“Freddie Mac”) 

By: By: 

Name: __________________ Name: 

Title: ________ ____________ Title: 

Date: Date: 

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FREDDIE MAC SINGLE FAMILY LOAN LEVEL DATA LICENSE AND SUBSCRIPTION AGREEMENT 

Fee-Based Distribution and Commercial Use 

Terms and Conditions 

1. Introduction 

 

This Agreement sets forth the terms and conditions governing the access to, and use of, 

the Contents for external commercial use or external distribution by Licensee. These uses 

are subject to the payment of the License Fee by Licensee. 

 

Important note: Use of the Contents and distribution of the Data for internal purposes only, 

and use of the Contents for non-commercial purposes only, are also licensed by Enterprise 

on a royalty free basis under separate terms and conditions available on the Enterprise 

Website. In case of conflict between the terms of this Agreement and those of such royaltyfree license offered to third parties by Enterprise, the terms of this Agreement shall govern 

as between Enterprise and Licensee. 

2. Definitions 

 

“Agreement” means these Terms and Conditions and the Cover Page. 

. 

 

“Contents” means the Data and any content, information, documentation or functionality 

provided in connection therewith by Enterprise hereunder, and updates thereto as 

released from time to time by Enterprise. 

 

“Cover Page” means the executed cover page to this Agreement attached and 

incorporated hereto.

“Data” means certain loan-level data related to the mortgage loans made available to the 

public by Enterprise and identified in the Cover Page. Data includes historical information 

and updates thereto as released from time to time by Enterprise. 

“Derived Product” means any proprietary development or service offering that is derived 

from, incorporates, or relies upon, the Data. 

 

“Effective Date” means the date identified as the Effective Date in the Cover Page. 

 

“End User” means a third party user of the Data or a Derived Product that accesses or 

uses the same as obtained from Licensee. 

 

“End User License Agreement” or “EULA” means the written agreement between 

Licensee and an End User governing access to the Data by the End User as redistributed 

or re-packaged by Licensee and/or use of or access to a Derived Product by the End User 

as distributed by Licensee. 

 
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“Enterprise” means the Federal Home Loan Mortgage Corporation, a federally charted, 

government sponsored enterprise (“Freddie Mac”). 

 

“License” means the paid-for, perpetual, revocable, non-exclusive, and nontransferable 

license granted under this Agreement under Enterprise’s intellectual property rights in the 

Contents to (i) access, copy, reproduce, distribute the Contents, and analyze the Data, 

within Licensee’s organization; (ii) reproduce, distribute, repackage, and sub-license the 

Data to End Users under an EULA, and (iii) create Derived Products and distribute and 

offer the same to End Users under an EULA. 

“License Fee” means the amount set forth on the Cover Page that is to be paid by 

Licensee to Enterprise each Term as consideration for the License granted by Enterprise 

under this Agreement. 

 

“Licensee” means the party to this Agreement identified on the Cover Page that 

repackages, sells, and otherwise re-distributes the Data and/or Derived Products for 

commercial purposes. 

 

“Term” means the period starting from the Effective Date until the following August 31st

for the initial Term and, thereafter, each successive 12 (twelve)-month period commencing 

on September 1. 

 

“Enterprise Website” means www.freddiemac.com or a successor website. 

3. Rights and Obligations 

3.1. Licensees’ Rights 

 

Subject to the terms, conditions, and limitations set forth in this Agreement, Licensee is 

hereby granted the License for the duration of the Term. 

3.2. Restrictions on Use 

 

The License is subject to the following restrictions: 

 

(a) Data Integrity. Licensee will not modify or alter the Data in any manner other than 

as contemplated hereunder. Licensee will respect the integrity of the Data, ensuring that 

the Data is not distorted and that none of the information in the Data is deleted or changed 

in ways that would materially affect the integrity of the Data as originally published by 

Enterprise. 

 

(b) Primary Purpose and Scope of Use of the Data. Enterprise provides the Data to 

facilitate investments in its mortgage-related securities, assist in providing stability in the 

secondary market for residential mortgages and increasing the liquidity of mortgage 

investments. 

 

 

(c) Absolute Prohibition Against Correlation of the Data to Individuals. Under no 

circumstance shall Licensee, directly or indirectly, use, copy, modify, decompile, 

disassemble, scrape, cache, frame, mask, correlate, or apply any process to the Data in 
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order to misappropriate any information about the Data or derive any information about 

any particular individual including but not limited to violation of applicable privacy laws or 

regulations and/or in any way that would be deemed an unlawful invasion of privacy, 

whether or not for internal or external use of the results of such correlation. Licensee shall 

comply with all federal, state and local laws and regulations governing the access, 

handling, and use of the Data by Licensee. 

 

3.3. Indemnification 

 

Licensee shall indemnify, defend, and hold harmless Enterprise, its service providers, 

licensors and customers, and their respective officers, directors, employees, agents, 

successors and assigns, and any individuals, from any and all losses, liabilities, damages 

and claims, and all related costs and expenses (including reasonable legal fees and 

disbursements and costs of investigation, litigation, settlement, judgment, interest and 

penalties), arising from or in connection with (a) Licensee’s negligence, willful misconduct, 

breach of any representation or warranty under this Agreement or (b) Licensee’s failure to 

perform Licensee’s obligations under this Agreement, or (c) Licensee’s use of the 

Contents, including but not limited to redistribution of the Data and/or Derived Products 

and their use by End Users. Licensee shall not settle any such suit or claim without 

Enterprise's prior written consent if such settlement would be adverse to Enterprise’s 

interest. Licensee agrees to pay or reimburse all costs that may be incurred by Enterprise 

in enforcing this indemnity, including attorneys' fees. 

 

3.4. Audit and Right to Review 

 

Licensee shall, upon written request, provide Enterprise with access to and an opportunity 

to review, for audit and evaluation purposes only, any Derived Product created by 

Licensee. Licensee shall further, upon written request, but not more frequently than once 

each calendar year, provide Enterprise and its third party auditors, as applicable, with 

access to Licensee’s records relevant to Licensee’s compliance with this Agreement, 

including but not limited to information relating to its agreements with End Users. If the 

review uncovers any other material default by Licensee, then without limiting Enterprise’s 

other rights under this Agreement or at law or in equity, Licensee will bear Enterprise’s 

cost of the audit or review. 

 

3.5. Access Credentials, Breach Notification 

 

Access to the Contents by Licensee’s representatives may be subject to registration by 

Licensee and/or Licensee’s representatives through Enterprise’s online registration 

systems. Log in credentials generated in the course of such registration shall be kept in 

confidence by Licensee and Licensee shall ensure that Licensee’s representatives do not 

share such access credentials. Any unauthorized disclosure or dissemination of access 

credentials by Licensee or its authorized users shall be deemed a material breach of this 

Agreement and shall be a basis for immediate termination of this Agreement. Licensee 

shall timely inform Enterprise of any data breach of which Licensee becomes aware that 

may jeopardize the integrity, availability or confidentiality of the Contents. 

 
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3.6. Listing on Enterprise Website 

 

Upon the Licensee’s execution of this Agreement and payment of the License Fee, 

Enterprise will list Licensee on the Enterprise Website as an authorized licensee and 

distributor of the Data and of Derived Products; provided, however, that Licensee may give 

written notice to Enterprise that Licensee does not wish to be so listed. 

 

4. Additional Rights and Obligations Applicable to End Users 

 

Licensee shall include and enforce the following provisions in the EULAs and shall 

adequately monitor and audit compliance therewith by End Users. 

4.1. No External Redistribution of the Data or Creation of Derived Products for External 

Commercial Purposes by End Users. 

 

Licensee shall ensure that EULAs are granted in furtherance and in support of End Users’ 

internal business purposes only. Licensee shall strictly prohibit End Users from reselling, 

disclosing or redistributing the Data externally and from creating and offering any Derived 

Products for external commercial purposes. Any such uses would be subject either (i) to 

the terms and conditions of this Agreement as executed by and between End User and 

Enterprise, and payment of the License Fee by such End User to Enterprise, or (ii) to a 

specific written sub-distribution agreement between Licensee and Enterprise amending to 

that end the terms and conditions of this Agreement. 

 

4.2. Pass Through Provisions 

 

The EULAs shall further (a) contain terms and conditions substantially similar to Section 

3.2 applicable to End Users, (b) disclaim the warranties and limit the liability of Licensee’s 

direct and indirect suppliers (including Enterprise) for the accuracy or adequacy of the 

Data, as well as the warranties of merchantability, accuracy and fitness for purpose, as 

set forth in Sections 10 and 11, and (c) provide that they may be terminated immediately 

without notice in the event of any violation of any provisions incorporated pursuant to 

clause (a) of this sentence, in which event all provisions required by this sentence will 

survive such termination. Enterprise shall be named third party beneficiary of such 

clauses. Notwithstanding the foregoing, parts (a) and (c) of this Section 4.2 will not apply 

to the licensing and offering by Licensee of Derived Products that do not include and 

cannot be used to derive or recreate any of the Data or identify any specific individual as 

prohibited by Section 3.2. Upon request by Enterprise, Licensee will provide copies of its 

agreements with End Users to Enterprise. 

 

In case of conflict between the terms of a EULA and those of Enterprise’s royalty-free 

license offered to third parties by Enterprise, the terms of the EULA shall govern as 

between Licensee and its End User, subject to compliance of the EULA and by End User 

with the pass through mandatory provisions identified in this Section 4. 

 

4.3. No Warranties; Conduct 

 

Licensee will not make any representations or warranties concerning Enterprise or the 

Data to any third party (including, without limitation, prospects or End Users) except with 
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the prior written approval of Enterprise. In exercising its rights and performing its duties 

hereunder, Licensee will at all times refrain from engaging in any illegal, unfair or deceptive 

trade practices or unethical business practices. 

 

4.4. Corrections 

 

If from time to time Licensee is informed by Enterprise of corrections made by Enterprise 

to the Data, Licensee will promptly re-distribute to its End Users any corrections that 

Enterprise publishes to such Data. 

 

4.5. Trademarks 

 

Except as expressly permitted in writing by Enterprise and with the exception of nominative 

references to Enterprise as the original contributor of the Data in connection with the 

redistribution of the Data or the offering of the Derived Products by Licensee, Licensee 

may not publish, or cause to be published, or make public use of Enterprise’s name, logos, 

trademarks, or any information in connection with this Agreement without the prior written 

permission of Enterprise. In no case shall Licensee imply any endorsement by Enterprise 

of Licensee’s Data redistribution or Derived Products offerings. 

 

5. Rights and Responsibilities of Enterprise 

 

5.1. Authority 

 

Enterprise represents that it has the right to make the Contents available in accordance 

with this Agreement. 

 

5.2. No Other Materials 

 

Enterprise has no obligation to supply Licensee with any software, hardware, systems, 

documentation or other materials, or to pay any installation, connection, network, 

transmission or other charges required to retrieve, copy, distribute or obtain access to the 

Data. 

 

6. Ownership of the Data 

 

6.1. Ownership; Intellectual Property 

 

Licensee acknowledges and agrees that the Contents, and all copies thereof made by 

Licensee hereunder, including without limitation any copyright and other intellectual 

property therein, are and will remain the exclusive property of Enterprise. Nothing 

contained herein will be deemed to transfer to Licensee any proprietary interest or other 

rights in the Data or in any copyright, trademarks, patents or other intellectual property of 

Enterprise, except to the extent expressly granted by this Agreement. This License shall 

not be construed as a sale, disposition or transfer of property, while the release of Data 

hereunder by Enterprise shall not be construed as the placement of Data in the public 

domain. For the avoidance of doubt, Enterprise does not claim any proprietary interest in 

Licensee’s Derived Products. 
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6.2. Notices 

Licensee will not remove, alter, cover or distort any copyright, trademark or other 

proprietary rights notice placed by Enterprise in or on the Data and will ensure that all such 

notices are reproduced on all copies of the Data made by Licensee; provided, however, 

that Licensee will not be required to attach a copyright notice to any individual element of 

factor or other data that it may reproduce. 

7. Availability of Data 

 

7.1. Data Updates 

 

Unless Enterprise provides notice to the contrary on the Enterprise Website, Enterprise 

shall publish Data updates available to Licensee on a quarterly basis through the 

Enterprise Website. 

 

7.2. Data Correction 

 

If Licensee notifies Enterprise that the Data is unavailable or in some way defective, 

Enterprise will evaluate the deficiency and, as necessary, use commercially reasonable 

efforts to promptly correct such defect and repost the Data. If Enterprise identifies a 

deficiency in any of the Data, Enterprise will evaluate the deficiency and, as necessary, 

use commercially reasonable efforts to correct the deficiency and give notice to Licensee 

of such correction. Enterprise’s obligation to evaluate the deficiencies is Enterprise’s sole 

obligation to Licensee or any third party. As set forth in Section 3.2, Licensee must use its 

best efforts to promptly retransmit corrected Data to its End Users. 

 

7.3. Access to Data; File Formats 

 

Licensee shall access the Data from the Enterprise Website. The Enterprise Website 

contains references materials and a user guide for the Data, and lists an e-mail address 

that Licensee may use to request help in accessing the Data. Enterprise from time to time 

may modify amend, augment, reduce or alter the file format of the Data or may modify the 

manner or mode of retrieval of the Data. Licensee will be entitled to retrieve and distribute 

such updates, modifications, additions or changes in the Data. These changes may 

require Licensee to upgrade its systems, hardware or software, at no cost to Enterprise. 

 

8. Fees and Taxes 

 

8.1. License Fee 

 

The License Fee for the initial Term is pro-rated on a quarterly basis and payable to 

Enterprise by Licensee no later than 30 (thirty) days from the Effective Date. The 

License Fee shall be payable in full for each successor Term thereafter no later than 30 

(thirty) days from invoicing by Enterprise, which invoicing shall be concomitant with the 

renewal date of the Term. 

 
Page 8 of 12 

8.2. Payments 

 

License Fee amounts are payable by wire transfer using the wiring instructions set forth in 

the Cover Page or as otherwise notified in writing by Enterprise. If directed by Enterprise, 

License Fee amounts will be made through automated clearing house (“ACH”) transfers 

from the Licensee’s designated account (the “Payment Account”) directly to Enterprise. In 

this regard, if the Enterprise elects to receive payments through ACH, the Licensee hereby 

agrees to execute and deliver to Enterprise an authorization agreement for direct 

payments whereby, among other things, Enterprise will be irrevocably authorized to initiate 

ACH transfers from the Payment Account to Enterprise in the amounts required or 

permitted under this Agreement. Licensee’s authorization for direct ACH transfers as 

hereby provided will be irrevocable and such ACH transfers will continue until all License 

Fees and other amounts due under this Agreement are paid in full. For so long as any 

amounts due under this Agreement remain outstanding, Licensee will: (i) not revoke 

Enterprise’s authority to initiate ACH transfers as hereby contemplated; (ii) not change, 

modify, close or otherwise affect the Payment Account; and (iii) be responsible for all costs, 

expenses or other fees and charges incurred by Enterprise as a result of any failed or 

returned ACH transfers, whether resulting from insufficient sums being available in the 

Payment Account, or otherwise. Enterprise may elect in its discretion to suspend the 

License if payment is not received timely. 

 

8.3. Change in License Fees 

 

Enterprise may change its License Fees for the next Term by providing notice to Licensee 

at least thirty (30) days prior to the effective date of the change in fees. 

 

8.4. Expenses 

 

Each of the parties will bear all of its own expenses arising from performance of its 

obligations under this Agreement. 

 

8.5. Interest 

 

Past due balances on the amounts due to Enterprise pursuant to this Agreement will be 

subject to an interest charge of one and one-half percent (1-1/2%) per month or the 

maximum interest rate permitted by applicable law (whichever is less), computed from the 

due date of such payment. 

 

8.6. Taxes 

 

In addition to the License Fees, Licensee will pay all current and future state and federal 

taxes related to this Agreement, including taxes on the possession or use of the Data by 

Licensee. 

 

9. Confidentiality 

 

9.1. Protection 

 
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Licensee acknowledges that in connection with the use and (if applicable) distribution of 

the Data, it may receive or be exposed to proprietary or confidential information 

(collectively the “Confidential Information”). Licensee agrees to maintain and protect the 

confidentiality of the Confidential Information and agrees not to disclose the Confidential 

Information or use it for any purpose not expressly authorized by this Agreement. Licensee 

agrees to adopt appropriate safeguards to protect the confidentiality of the Confidential 

Information. 

 

9.2. Exclusions 

 

The restrictions on disclosure set forth in Section 9.1 will not apply when, and to the extent 

that, Confidential Information (a) is publicly known at the time of a proposed disclosure 

without a breach of this Agreement, (b) is provided on a non-confidential basis by a third 

party that is not itself under any confidentiality obligation with respect to the Confidential 

Information, (c) is previously known by Licensee free of any obligation to keep it 

confidential, or (d) is independently developed by Licensee without use of or reference to 

the Confidential Information. 

 

9.3. Notice of Violation 

 

Licensee will promptly notify Enterprise if it becomes aware of any apparent violation of 

the confidentiality requirements set forth in Section 9.1. 

 

10. Disclaimer of Warranty 

 

THE CONTENTS ARE SUBJECT TO CHANGE WITHOUT NOTICE. ENTERPRISE 

EXPRESSLY DISCLAIMS ANY OBLIGATION TO KEEP CONTENTS UP TO DATE OR 

FREE OF ERRORS OR VIRUSES, OR TO MAINTAIN UNINTERRUPTED ACCESS TO 

THE CONTENTS. THE CONTENTS ARE PROVIDED "AS IS." . ENTERPRISE 

ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN ANY CONTENTS, 

AND ENTERPRISE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND 

WHATSOEVER FOR THE CONTENTS. USE OF THE CONTENTS IS 

AT LICENSEE’S SOLE RISK. ENTERPRISE DISCLAIMS ANY EXPRESS OR IMPLIED 

WARRANTIES RELATED TO THE USE OF THE CONTENTS INCLUDING, WITHOUT 

LIMITATION, MERCHANTABILITY, SUITABILITY, NONINFRINGEMENT, OR FITNESS 

FOR ANY PARTICULAR PURPOSE. 

 

11. Limitation of Liability 

 

Except as otherwise expressly set forth in this Agreement, neither Enterprise, nor any 

officer, director, employee, agent, subcontractor, successor or assign of Enterprise, will 

be liable to Licensee for any loss, injury, claim, liability, damage or expense of any kind 

arising out of or resulting in any way from the Contents, including, without limitation, (a) 

errors or omissions in, or interruptions or corruption in provision of, the Contents, (b) use 

of the Contents by Licensee or any third party, or (c) the Contents. ENTERPRISE SHALL 

NOT BE LIABLE FOR ANY ERRORS CONTAINED HEREIN OR FOR ANY DAMAGES 

WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF THE CONTENTS, 
Page 10 of 12 

INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, 

CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER UNDER A 

CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ENTERPRISE 

IS AWARE OF THE POSSIBILITY OF SUCH ERRORS OR DAMAGES. The provisions 

of this Section will not apply to the extent they violate applicable law. 

 

12. Term and Termination 

 

12.1. Term 

 

This Agreement will remain in force and effect and renew automatically from Term to Term 

until terminated by either party in accordance with this Section 12. 

 

12.2. Termination 

 

Licensee may terminate this License at any time. Enterprise may terminate this Agreement 

upon 60 days’ advance written notice to Licensee. Enterprise may further elect to cease 

altogether distribution of the Contents at Enterprise’s sole discretion and terminate this 

Agreement for all Licensees upon advance publication of a termination notice through the 

Enterprise Website. 

 

Enterprise may terminate this Agreement immediately in the event of a violation of 

Sections 3, 4, 6, or 9. 

 

12.3. Termination of License 

Upon termination of this Agreement for any reason, Licensee agrees not to exercise the 

rights granted under this License from and after termination of this Agreement and shall 

accordingly terminate the EULAs providing for Data access by End Users. The foregoing 

shall not prevent Licensee to access, as an investor in Enterprise securities, Data 

elements required to be published by Enterprise by securities laws and regulations, for the 

purpose of assessing or evaluating such securities nor prevent Licensee from using the 

Contents for internal use purposes on a royalty free basis under Enterprise’s separate 

terms and conditions available on the Enterprise Website. 

 

12.4. Survival 

 

Sections 3.2, 3.3, 3.4, 6, 8.5 and 9 through 13 will survive the termination of this 

Agreement. 

 

13. General Provisions 

 

13.1. Assignment 

This Agreement may not be assigned by Licensee or by operation of law to any 

person(s), firm(s) or corporation(s) without the express written approval of Enterprise. 

Notwithstanding the foregoing, the Agreement may be assigned by Licensee to an entity 

that is 100% owned and controlled by Licensee if Licensee provides prior written notice of 
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the assignment to Enterprise and Licensee remains liable for performance of Licensee’s 

obligations hereunder. 

 

13.2. Notices 

All notices and demands hereunder by a party to the other will be in writing and will be 

served by personal service, by facsimile transmission, or by mail at the address set forth 

in the Cover Page, or at such different address as may be designated by Enterprise by 

written notice to Licensee. 

 

All such notices or demands by mail will be by certified or registered mail, return receipt 

requested, or by a nationally recognized private express courier, and will be deemed 

complete upon receipt. 

 

13.3. Governing law – Privacy Laws and Regulations 

This Agreement shall be governed by and construed under the laws of Virginia, without 

reference to or application of the conflicts of law principles the application of which would 

cause the substantive laws of another jurisdiction to apply. Any and all disputes between 

the parties that cannot be settled by mutual agreement shall be resolved solely and 

exclusively in the courts located within Virginia. 

 

Licensee shall be solely responsible for compliance with privacy-related federal, state and 

local laws and regulations governing the access, handling, and use of the Contents by 

Licensee. 

 

13.4. Headings 

The titles and headings of the various sections and paragraphs in this Agreement are 

intended solely for convenience of reference and will not be given any effect in the 

construction or interpretation of this Agreement. 

 

13.5. All Amendments and Waivers in Writing 

 

Except to the extent expressly set forth in this Agreement, no provisions in either party’s 

purchase orders or in any other business forms employed by either party will supersede 

the terms and conditions of this Agreement, and no supplement, modification or 

amendment of this Agreement will be binding, unless executed in writing by a duly 

authorized representative of each party to this Agreement. Any waiver by either party of a 

breach of any provision of this Agreement must be in writing. 

 

Any waiver by either party of a breach of any provision of this Agreement must be in writing. 

No waiver will be effective unless in writing signed by an authorized representative of the 

party against which enforcement of the waiver is sought. Neither the failure of either party 

to exercise any right of termination, nor the waiver of any default will constitute a waiver 

of the rights granted in this Agreement with respect to any subsequent or other default. 

 

13.6. Severability 

If any provision of this Agreement is held invalid by a court with jurisdiction over the parties 

to this Agreement, such provision will be deemed to be restated to reflect as nearly as 
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possible the original intentions of the parties in accordance with applicable law, and the 

remainder of this Agreement will remain in full force and effect. 

 

13.7. Entire Agreement 

No representations or statements of any kind made by either party that are not expressly 

stated herein will be binding on such party. The parties agree that this Agreement 

constitutes the complete and exclusive statement of the agreement between them, and 

supersedes all proposals, oral or written, and all other communications between them 

relating to the subject matter hereof. 

 

13.8. Authority 

Each party hereby represents and warrants that the execution, as applicable, delivery and 

performance by such party of this Agreement is within its corporate powers and has been 

duly authorized by all necessary corporate action on its part. Licensee represents and 

warrants that this Agreement has been duly agreed upon by Licensee. Each party 

represents and warrants that this Agreement constitutes a legal, valid and binding 

agreement of such entity enforceable against such entity in accordance with its terms, 

except as limited by applicable bankruptcy, insolvency or other similar laws relating to or 

affecting creditors' rights generally, and subject to the limitations imposed by general 

equitable principles. 

 

13.9. Relationship of the Parties 

 

This Agreement does not appoint either party the agent of the other party, or create a 

partnership, joint venture or similar relationship between the parties, and neither party will 

have the power to obligate or bind the other party in any manner whatsoever. Any provision 

of this Agreement which contemplates performance subsequent to any termination or 

expiration of this Agreement will survive any termination or expiration of this Agreement 

and continue in full force and effect. 

 

13.10. Separate Counterparts 

 

This Agreement may be simultaneously executed in separate counterparts, all of which 

will constitute one and the same instrument and each of which will be, and will be deemed 

to be, an original. 

 

13.11. U.S. Government Licensee 

 

If the Contents are licensed hereunder for or on behalf of the U.S. Government, it is hereby 

recognized and agreed by the U.S. Government that the Contents so licensed: (i) have 

been developed at private expense; (ii) have not been required to be originated or 

developed under a Government contract; (iii) have not been generated as a necessary 

part of performing a Government contract.