Exclusive Field License Standard Terms

1. What this Agreement licenses

This Agreement grants the right to operate a named LEF-hosted deployment within a defined field of use. It does not convey the DCFN Substrate, the LEF Ai.E Meta-Engine, the patent portfolio, or the calibration corpus, none of which is for sale, transfer, or sublicense under any circumstances. Deployment is hosted by LEF by default; if Licensee requires the engine to run inside its own environment, the Enclave Deployment Schedule (§9) attaches.

2. Grant and scope

§2.1 Grant (Exclusive). Subject to the terms of this Agreement and to Licensee’s payment of the Fees in §3, LEF grants Licensee an exclusive, non-transferable, non-sublicensable license to operate the named DCFN deployment within the Field of Use defined in §2.2. Within that Field of Use, LEF will grant no competing license for the Term. Exclusivity is bounded to the Field of Use and conveys no interest in the DCFN Substrate, the Meta-Engine, the patent portfolio, the calibration corpus, or any self-hostable engine build.

§2.2 Field of Use. [Field of Use — defined narrowly and precisely, to be completed per deal]

§2.3 Scope guardrails (non-negotiable). No interest in the DCFN Substrate, the Meta-Engine, the patent portfolio, the calibration corpus, or a self-hostable engine build is conveyed. Licensee receives no right to sublicense and no right to assign without LEF’s prior written consent. No grant under this Agreement is broad enough to prevent LEF from operating the DCFN Substrate or any other DCFN deployment in other fields or markets.

§2.4 Exclusivity Maintenance and Reversion. Exclusivity is maintained by the flat annual Fee (§3). If the annual Fee for any renewal term is not paid through its due date, the license does not terminate — instead, exclusivity reverts to non-exclusive for the remainder of the Term, and LEF is thereafter free to grant competing licenses in the Field of Use. No exclusive grant is ever broad enough to prevent LEF from operating the DCFN Substrate or any other DCFN deployment in other fields or markets.

3. Fees

§3.1. Licensee shall pay a one-time field-license fee of [one-time field-license fee — set to scope] plus a flat annual fee of [flat annual fee — set to scope]. There is no running royalty. Fees are set to the scope and field of use and are agreed in the order form or cover page incorporated into this Agreement.

§3.2 No proration; access is payment-gated. The annual fee is annual and is not pro-rated. Non-payment does not incur late interest or penalty; the license simply is not renewed for the next term and exclusivity reverts to non-exclusive (§2.4). A later payment re-instates the license for a fresh annual term.

4. AI substrate

§4.1. All execution runs against Anthropic Claude by default. Where LEF has published a completed cross-substrate benchmark for an alternative AI substrate (e.g., Google Gemini or xAI Grok) and announced the election capability, Licensee may elect that substrate and supply its own API credentials for it, on the same bring-your-own-key basis as Claude. LEF does not resell, mark up, or meter AI-substrate usage; model spend on Licensee-supplied credentials is billed by the provider directly to Licensee.

§4.2 No silent substitution. The engine will not silently substitute a lower-capability AI substrate, a simpler heuristic, or a partial output. If the configured substrate is unavailable, runs fail clean with status surfaced; failed runs do not count against any run pool.

5. Brand display and attribution

§5.1. Products built on the licensed deployment must disclose that structural intelligence is powered by patented LEF technology, and the non-removable attribution footer on generated outputs must remain intact. Reciprocal brand-display terms, including the opt-out partner roster, are set out in the Brand Display Addendum incorporated by reference.

6. Intellectual property

§6.1(a) Layer 1 — LEF Substrate Architecture (non-negotiable). Notwithstanding any other provision of this Agreement, LEF retains all right, title, and interest in the DCFN Substrate, including the engine architecture, the canonical-element graph, and the connector pattern library. LEF solely owns any fork, revision, adaptation, prompt or model modification, AI-substrate change, or other alteration — made by either Party, whether independently or jointly, during or arising from this Agreement — that changes the engine’s functioning or the artifacts it produces. Licensee acquires no ownership in, and asserts no claim to, any such modification of the engine; all of it vests in LEF on creation. The DCFN Substrate is the patent-protected set of mechanisms describing how the engine works. No license to the DCFN Substrate is granted to Licensee; this Agreement grants only the Use License in §2.

§6.1(b) Layer 2 — LEF Ai.E Meta-Engine (non-negotiable). Notwithstanding any other provision of this Agreement, LEF retains all right, title, and interest in LEF Ai.E (the “Meta-Engine”), the self-evolving application that operates the DCFN Substrate across every DCFN deployment, including its source code, embedding weights, prompt scaffolding, runtime architecture, self-evolution logic, and any improvements to the foregoing. The Meta-Engine is proprietary application and trade-secret implementation distinct from the Layer 1 mechanisms. No license to the Meta-Engine is granted under this Agreement or any successor agreement.

§6.1(c) Layer 3 — Connector Instance License (applies only if Licensee elects Enclave Deployment). If and only if Licensee elects deployment of the DCFN Substrate within its own environment under an attached Enclave Deployment Schedule, LEF grants Licensee a perpetual, irrevocable, worldwide, royalty-free, paid-up, non-exclusive, non-transferable license to use the specific Connector Instance built for Licensee thereunder, solely within the scope of Licensee’s use of the DCFN Substrate under this Agreement and any successor agreement. The architectural patterns underlying the Connector Instance remain LEF-owned under §6.1(a). Absent an Enclave Deployment election, no Connector Instance is created and this §6.1(c) does not apply.

§6.2 License-back. Any improvement, adaptation, or derivative work Licensee makes to the engine or its components includes a perpetual, royalty-free, non-exclusive license back to LEF for use outside Licensee’s Field of Use.

§6.3 Supplemental claim acknowledgment. Licensee acknowledges the claim scope of U.S. Provisional Application Nos. 64/043,294, 64/045,185, 64/061,710, and 64/061,715 as part of the patent stack protecting the licensed surface.

7. Confidentiality, warranties, and liability

§7.1 Confidentiality. Each Party protects the other’s Confidential Information with at least reasonable care and uses it solely to perform under this Agreement. Financial terms may be confidential; the existence of the relationship may not be hidden.

§7.2 Warranties. LEF warrants that it has the right to grant the licenses herein and that the DCFN Substrate as delivered does not knowingly infringe a third-party intellectual-property right. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DEPLOYMENT IS PROVIDED “AS IS” AND LEF DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

§7.3 Human-in-the-loop. Licensee shall not configure the engine to apply its recommendations automatically without human review.

§7.4 Liability. Except for the uncapped carve-outs (third-party IP infringement; breach of confidentiality; gross negligence or willful misconduct; fraud; trade-secret misappropriation), each Party’s aggregate liability is capped at the fees paid in the twelve months preceding the claim.

8. Compliance verification

§8.1. No more than once per calendar year, LEF may verify Licensee’s use against the Field of Use and the terms of this Agreement. For the hosted deployment this is a standard use audit on 30 days’ notice. Where Licensee has elected Enclave Deployment — the engine sealed inside Licensee’s own environment, which LEF cannot inspect — verification is satisfied by a written compliance certification on request; publicly observable obligations (brand display, roster) remain directly verifiable.

9. Enclave Deployment (optional)

§9.1. If Licensee requires the engine to run inside its own confidential-compute environment rather than LEF-hosted, the parties execute the Enclave Deployment Schedule, which governs the Data Readiness Assessment, the partner-specific Connector Instance, the integration milestones, the sealed-enclave deployment and attestation, and the payment-gated license token. On license lapse the deployed engine ceases operation (data preserved, resumable); decommission is Licensee-performed on a true exit, with an optional erasure attestation. The Enclave Deployment Schedule attaches to and is governed by this Agreement; absent that election, this Agreement is a hosted license and §9 does not apply.

10. Term, renewal, and exit

§10.1. The initial Term runs twelve (12) months from the Effective Date and renews for successive twelve-month terms upon payment of the annual Fee. There is no automatic rate-escalation formula; each renewal is at the then-current standard fee for the Field of Use. To exit, Licensee declines renewal; the hosted license ends (or, for an exclusive license, exclusivity reverts to non-exclusive, §2.4). Sections 5, 6, 7, and 11 survive termination.

11. Governing law and dispute resolution

§11.1. This Agreement is governed by the laws of the State of Nevada. The parties shall attempt good-faith negotiation, then mediation, then binding arbitration, each administered by JAMS in Las Vegas, Nevada before a single neutral. Either Party may seek injunctive relief to prevent imminent and irreparable harm pending resolution.

12. Signatures