License Schedule

About PLO

PENSO Licensing Office is the licensing arm of PENSO. PENSO is a practicing entity: the technology licensed here is in active operational use inside PENSO's own products and services. PLO is not a university technology licensing office and is not affiliated with any academic institution. Published rates exist so that licensing conversations are predictable and so that, under Japanese Patent Act Article 102(3) and comparable provisions, the PLO standard rate is available as an objective reference.

Patent rights holder / PLO operator: Panair Inc. SaaS practicing entity / first licensee: PENSO Inc., operator of the PENSO SaaS platform at penso-os.com under an internal Master License Agreement. The two entities are operated under common direction; the separation exists so that licensing decisions can be made independently of SaaS operations and so that the patent estate sits with a dedicated rights-holding entity.

Patent Family Covered

• V(L) — Effective-subset determination prior to plan generation in compute-node multi-agent systems.
• S(L) — Subject-set pre-commitment for collaborative plan generation.
• G(R) — Governance-constrained generation space control.

Plan A — PENSO Startup License

For venture-backed startups preparing for their next funding round, IPO, or strategic exit. Designed to clear AI governance patent risk before IP due diligence, protect the cap table, and assure investors and acquirers.

Monthly installments are for payment convenience only. The TCV is fixed at execution and constitutes indivisible consideration for the License as a whole (Patents + Technology + Covenant + Advisory). This Agreement is an IP license, not a SaaS subscription. See Standard Terms for the full legal structure.

Startup License — Total by Scenario

Covenant Not to Sue

The Startup License includes a Covenant Not to Sue that extends to: (a) Licensee, (b) its current and future investors, (c) its board members, (d) any acquirer upon Change of Control, and (e) its direct and indirect subsidiaries. This covenant is designed to pass IP representation and warranty review in Licensee's funding rounds and in M&A due diligence.

Change of Control

Upon Licensee Change of Control, the acquirer has three options: (1) Assume — continue the license on its existing terms and remaining period; (2) Buy-out — satisfy the Exit Milestone Fee and remaining Base in a single payment to clear the obligation; (3) Terminate — pay the Exit Milestone Fee on termination.

Plan B — PENSO Enterprise License

For established enterprises: 200+ employees, listed or large private companies, financial institutions, audit firms, and the AI governance teams of global brands. Five-year structure appropriate for mature procurement and long-term governance program integration.

Monthly installments are for payment convenience only. The TCV is fixed at execution and is indivisible consideration for the License as a whole. 20% prepayment discount available for full 60-month prepayment; graded discounts for shorter prepayment periods.

Major enterprise engagements above the Large tier involve custom commercial terms negotiated at the executive level. Published rates are the floor; actual terms may include multi-year prepayment, cross-licensing, strategic partnership structures, volume commitments, and bespoke Field of Use definitions.

Enterprise License — Core Terms

• 5-year non-cancelable term
• Automatic 3-year renewal unless 180-day prior notice of non-renewal
• Annual invoice in advance, payment due net 30
• 20% prepayment discount on full Total Contract Value
• Acceleration clause on material breach or payment default
• Sub-licensing to wholly-owned affiliates permitted with PLO consent

Land-and-Expand Entry Option

Enterprise Licensees may elect at execution to start with a 1-year Entry Term at the applicable tier's monthly rate, with a single-option conversion right to the full 5-year Initial Term exercisable within the Entry Term. All Entry Term payments credit toward the 5-year TCV upon conversion. If Licensee does not convert, the Agreement terminates at the end of the Entry Term.

Entry Term excludes Future Patent Inclusion, Exit Milestone / Major Transaction Milestone, and the Covenant Not to Sue extension to Future Investors. These are activated on conversion to the full Initial Term.

Enterprise Major Transaction Milestone

For private enterprise Licensees, the following milestone fees apply to large corporate transactions:

Milestone fees do not apply to already-public Licensees.

Advisory Service — Included with Every License

Every PENSO license includes a recurring advisory service with PENSO's leadership. This is a distinguishing feature of PLO licensing compared to pure-royalty IP licensing: Licensees get direct access to the strategic thinking that produced the patent family.

Scope of Advisory

• AI governance best-practice review for Licensee's operations
• Agent architecture consultation
• Patent-safe design pattern guidance
• Competitive landscape briefings
• IP strategy support for Licensee's funding rounds, M&A discussions, or strategic transactions

Advisory time beyond the included quota is billable at rates stated in the Fee Schedule exhibit. All advisory is delivered under mutual confidentiality.

Registration Failure Protection

The EMLA includes a Registration Failure Clause. If all Licensed Patents are finally rejected during prosecution within five (5) years of execution, Licensee may terminate, PLO ceases further invoicing, prepaid amounts are refunded on a pro-rata basis for months not yet elapsed, and milestone payments already triggered (if any) are retained.

This protects Licensees from paying for rights that do not ultimately issue. It applies only to final rejections (not appealable or not appealed within deadlines). See Standard Terms for the full clause.

Future Patent Inclusion

Every executed EMLA — Startup, Enterprise, or Academic — includes a Future Patent Inclusion provision. Any patent that PENSO files, prosecutes, or registers during the Term in the Licensed Field of Use is automatically added to the Licensed Patents for the remaining Term and any Renewal Terms at no additional fee, provided Licensee remains in good standing.

This mirrors the structure used in architecture licensing (e.g., ARM, Qualcomm). Licensees benefit from PENSO's continuing R&D without renegotiation, and their IP representation in downstream funding or M&A covers not only today's patent family but also future PENSO patents within the same field.

Academic License

Non-commercial research by universities, academic labs, and recognized research institutions: free on application. One-year term, renewable. Requires PENSO attribution in publications and prohibits commercial transfer. Apply via licensing@penso-os.com with subject line "Academic".

Plan Selection

Plan selection is determined by PLO at contact time based on Licensee business profile — fundraising stage, revenue scale, FTE count, industry, and time horizon to the next resource event (next round / IPO / M&A / continuing operations). Contact PLO to start the intake conversation.

Licensed Technology

All plans include unlimited use of PENSO Scan, PENSO Certification, and Evidence Bundle infrastructure for the Licensee's own operations within the Field of Use (AI governance, agent operations, audit-related uses). Licensees on the Enterprise plans may offer PENSO-compliant certification to their own downstream customers; Startup Licensees may use the infrastructure internally and expose it to investors and acquirers for IP diligence purposes.

Out-of-Scope or Unauthorized Use

For use of the licensed patents or technology outside the licensed scope, or without a license, PLO may claim a reasonable amount determined in light of PLO's standard rates above together with the duration, scale, form, and purpose of the actual use, and any other relevant circumstances.

This schedule is published so that, under Japanese Patent Act Article 102(3) (jisshiryō sōtō gaku) and comparable doctrines in other jurisdictions, the PLO standard rate is available as a pre-existing, objective reference point. Final determination of the reasonable royalty remains subject to judicial discretion taking all circumstances into account. This schedule does not prescribe a fixed multiplier or punitive amount.

Licensing Process

1. Contact PLO via the Enterprise License inquiry address below.
2. PLO responds with an NDA and an intake questionnaire (company profile, size, Field of Use, next resource event, effective date target).
3. PLO selects the applicable plan (Startup or Enterprise) and issues a quotation, typically within 10 business days.
4. Parties execute the Enterprise Master License Agreement with the applicable plan's exhibits.
5. PLO issues the Year 1 invoice; Technology Access is provisioned on payment.

Inquiries

All licensing: licensing@penso-os.com