Non-Exclusive Field License Standard Terms

1. What this Agreement licenses

This Agreement grants the right to operate a named LEF deployment 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 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 by Secure Enclave inside Licensee’s own environment under the Enclave Deployment Schedule (§9); the shipped container is the product. An LEF-hosted deployment is available only where Licensee does not require the engine to run inside its own environment, and must be elected on the cover page.

2. Grant and scope

§2.1 Grant (Non-Exclusive). Subject to the terms of this Agreement and to Licensee’s payment of the Fees in §3, LEF grants Licensee a non-exclusive, non-transferable, non-sublicensable license to operate the named LEF deployment 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, or any self-hostable engine build.

§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, 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 LEF Substrate or any other LEF 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. 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 LEF 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 LEF Substrate is the patent-protected set of mechanisms describing how the engine works. 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 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 LEF Substrate across every LEF 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 LEF 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 LEF 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 LEF 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

§9.1. Where the engine runs inside Licensee’s own confidential-compute environment, which is the default under §1, 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. Nothing is uploaded to LEF and no run phones home. 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. Where the parties have instead elected an LEF-hosted deployment on the cover page, §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 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.

12. Signatures