This Agreement is made on this day
BETWEEN
Victor Ojo
Developer of CoolCalc Cooling Load Estimation Software
(Hereinafter referred to as the “Developer”)
AND
The person/company that fills and submit the form below.
(Hereinafter referred to as the “Licensee”)
RECITALS
WHEREAS, the Developer is the creator and sole intellectual property holder of CoolCalc, a proprietary HVAC load estimation mobile application software tool developed to enhance thermal load calculation for residential and commercial buildings in all 36 states of Nigeria. The app was developed using novel model developed based on weather data from all 36 states of the country;
WHEREAS, the Licensee is a licensed HVAC engineering firm providing design, installation, and maintenance services for commercial and residential projects in Nigeria;
WHEREAS, the Licensee has independently reviewed and tested the CoolCalc application and determined that it constitutes an original and significant advancement in HVAC system design estimation;
WHEREAS, the Developer agrees to license the software to the Licensee for internal use at no financial cost, in support of industry innovation and academic-industrial collaboration;
NOW, THEREFORE, in consideration of the mutual covenants and understandings herein, the parties agree as follows:
1. Purpose
This Agreement serves to formalize both the Licensee’s adoption of CoolCalc as an operational tool and the terms of its usage, recognizing the software as an original contribution of significant practical value to HVAC engineering within the Nigerian context.
2. Grant of License
The Developer hereby grants the Licensee a non-exclusive, non-transferable license to use the CoolCalc software solely for internal use in HVAC design estimation, load calculation, and equipment sizing activities. The software may be deployed across only Android Operating System platforms. Future updates from the Developer will contain expand usage to i-Phone Operating System (iOS) platforms.
3. Scope of Adoption and Use
a. The Licensee agrees to adopt CoolCalc in commercial or residential HVAC projects during the 12-month period following this agreement.
b. CoolCalc shall be recommended internally as a preferred load estimation tool by the Licensee’s technical team.
c. CoolCalc may be used alongside other HVAC-related software tools at the Licensee’s discretion.
d. The Licensee agrees to provide the Developer with non-confidential technical feedback and performance insights within the first six (6) months of usage.
4. License Fee
The license is provided free of charge for internal, non-commercial use. No license fee, royalty, or usage charge shall be applied under this agreement. This provision does not constitute a waiver of the Developer’s intellectual property rights or rights to enter into commercial agreements with other entities globally.
5. Intellectual Property
All rights, title, and interest in and to the CoolCalc software remain exclusively with the Developer. This Agreement does not transfer ownership, source code, or any derivative rights to the Licensee.
6. Acknowledgment of Original Contribution
The Licensee affirms that the CoolCalc application:
- Introduces regionally adapted algorithms for accurate HVAC thermal load estimation;
- Provides a unique user-friendly interface suitable for field-based technicians and engineers;
- Enables a measurable reduction in error margins and project over-specification due to inaccurate estimations;
- Incorporates weather data from all 36 Nigerian states, making it context-specific and novel in its approach;
- CoolCalc as an original technological innovation with major significance in enhancing HVAC engineering practices in Nigeria.
7. Non-Exclusivity
This Agreement is non-exclusive. The Developer reserves the right to license or distribute CoolCalc to other third-party entities, both within and outside Nigeria.
8. Term and Termination
This Agreement shall remain in effect for a period of 12 months from the date of execution and may be renewed or extended by mutual written consent. Either party may terminate this Agreement with thirty (30) days’ written notice.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
10. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written:
For CoolCalc Tech/Licensor
Name: Victor Ojo
Signature: 
Title: Developer