Field License Standard Terms

1. What this Agreement licenses

This Agreement grants the right to operate a named LEF Build within a defined field of use, scoped under §2.2 to a named program or product line. It does not convey the LEF Substrate, the LEF SI.E Meta-Engine, the patent portfolio, or the calibration corpus, none of which is for sale, transfer, or sublicense under any circumstances. The Build is delivered by Secure Enclave inside Licensee’s own environment under the Enclave Deployment Schedule (§9); the shipped container is the product.

2. Grant and scope

§2.1 Grant. Subject to the terms of this Agreement and to Licensee’s payment of the Fees in §3, LEF grants Licensee a non-exclusive (or, where the License Schedule elects it under §2.4, an exclusive), non-transferable, non-sublicensable license to operate the named LEF Build within the Field of Use defined in §2.2. Other parties may hold licenses for other programs or product lines at the same time. This license conveys no interest in the LEF Substrate, the Meta-Engine, the patent portfolio, the calibration corpus, Engine Core, or Verification.

§2.2 Field of Use. The Field of Use is a named program or product line, defined narrowly and precisely and identified in the License Schedule. A government program office licenses for its program; a company licenses for its product line. Scope is written to a program a reader can point at, not to a market segment, an industry, or an agency, so that no license forecloses a market, an agency, or another program. Where a named program is renamed, restructured, or absorbed, scope follows the successor rather than lapsing. [Named program or product line, to be completed per deal]

§2.3 Scope guardrails (non-negotiable). No interest in the LEF Substrate, the Meta-Engine, the patent portfolio, the calibration corpus, Engine Core, or Verification 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 LEF Substrate or any other LEF Build in other fields or markets.

§2.4 Exclusivity within the Field of Use (where the License Schedule elects it). Where the License Schedule elects exclusivity, LEF will grant no competing license within the Field of Use for the Term. Exclusivity is bounded to the named program or product line identified in §2.2 and never extends past it: it does not reach a market, a domain, an agency, or any other program, and it conveys no interest in the LEF Substrate, the Meta-Engine, the patent portfolio, the calibration corpus, Engine Core, or Verification. Exclusivity is maintained by the annual exclusivity premium (§3.1). If the premium is not paid through its due date, the license does not terminate; instead exclusivity reverts to non-exclusive, the license continues on non-exclusive terms, and LEF is thereafter free to grant competing licenses in the Field of Use. A later payment of the premium re-instates exclusivity for a fresh annual term. Non-payment of the flat annual fee itself is governed by §3.2, §9.1 and §10.1, as for any license. No exclusive grant is ever broad enough to prevent LEF from operating the LEF Substrate or any other LEF Build 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]. Where the License Schedule elects exclusivity under §2.4, Licensee also pays an annual exclusivity premium of [annual exclusivity premium, 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. Where the licensed work is funded through a grant, contract or other funded instrument, the fees under this section may instead be structured to that instrument, typically as milestones, as recorded in that order form or cover page.

§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. A later payment re-instates the license for a fresh annual term.

4. Model use

§4.1 Model use. The licensed build runs as code and needs no model to produce its outputs. Where the build offers an optional narration seat, Licensee may elect it in writing and name the model house for it from those LEF has benchmarked for that build, as listed in the build’s handover. Licensee supplies its own account and credentials. LEF does not resell, mark up or meter model usage; model spend is billed by the provider directly to Licensee.

§4.2 No silent substitution. The build does not silently substitute another model, a simpler heuristic, or a partial output. If an elected narration seat’s model is unavailable, the run completes and its record states that no model answered; no narration is substituted.

5. Brand display and attribution

§5.1. Products built on the licensed Build 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). LEF retains all right, title, and interest in the LEF Substrate: the patent-protected set of mechanisms describing how the engine works, including the engine architecture and the canonical-element graph. No license to the LEF Substrate is granted to Licensee; this Agreement grants only the Use License in §2.

§6.1(b) Layer 2, LEF SI.E Meta-Engine (non-negotiable). LEF retains all right, title, and interest in LEF SI.E (the “Meta-Engine”): Engine Core and Verification, the code every LEF Build is made from, and the self-evolving application that operates the LEF Substrate in every LEF Build, including its source code, 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 beyond operating the copy of it carried inside the licensed Build, under §2.

§6.2 Forks and changes. Subject to §6.1, and unless otherwise agreed in a contract signed by LEF and Licensee, LEF solely owns any fork, revision, adaptation, prompt or model modification, model change, or other alteration, made by either Party, whether independently or jointly, during or arising from this Agreement, that changes the Build’s functioning or the artifacts it produces. Absent such a signed contract, Licensee acquires no ownership in, and asserts no claim to, any such alteration; all of it vests in LEF on creation.

§6.3 Outputs. What the Build produces when run on Licensee’s records, in Licensee’s environment, belongs to Licensee.

§6.4 Patent acknowledgment. The License Schedule names the LEF filings that protect the licensed Build, and Licensee acknowledges their claim scope.

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 Build as delivered does not knowingly infringe a third-party intellectual-property right. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE ENCLAVE DEPLOYMENT SCHEDULE, INCLUDING ITS 90-DAY WARRANTY, THE BUILD IS PROVIDED “AS IS” AND LEF DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

§7.3 Human review. The Build ships with a person at the point of assertion: it reports, and a person decides what to act on. Where the License Schedule records an agreement for the named program to modify or automate the Build, that agreement governs.

§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; operating the Build past its license token’s grace period by defeating or circumventing the token, or keeping the Build in operation after a true exit), 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. Because the Build runs 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

§9.1. The Build runs inside Licensee’s own confidential-compute environment, and the parties execute the Enclave Deployment Schedule, which governs scoping, fitting the Build to Licensee’s records, the milestones, the sealed deployment and attestation, and the payment-gated license token. Nothing is uploaded to LEF and no run phones home. When the license term ends unpaid, the Build runs through the grace period stated on its license token and then 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.

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 gives notice declining renewal, and the license ends at the close of the paid Term. 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. Where Licensee is a U.S. Government agency, federal law and the contract’s Disputes clause govern in place of this section.

12. Signatures