This license agreement exclusive and non-transferable_right template has 11 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our license agreement exclusive and non-transferable_right template:
LICENSE AGREEMENT This License Agreement - Exclusive and Non-Transferable (the ""Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE: WHEREAS [YOUR COMPANY NAME] is the owner of the entire and undivided right, title and interest in and to certain inventions and proprietary rights relating to [description of the technology]; WHEREAS [YOUR COMPANY NAME] is willing to license said technology to [COMPANY NAME] under the specific provisions and restrictions hereinafter provided for: NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS "Affiliate(s)" shall mean any corporation or other business entity controlled by or in common control of a party. "Control" as used herein means ownership directly or through one or more Affiliates, of [PERCENTAGE %] or more of the shares of the share capital entitled to vote for the election of directors, in the case of any corporation, or [PERCENTAGE %] or more of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity. "Licensed Patents" shall mean the patents and patent applications as specified in Schedule A, as amended from time to time, as well as any patents and patent applications which claim priority from any such patent or patent applications including without limitation any addition, continuation, continuation-in-part, division, extension, reissue, re-examination, application or substitution with respect thereto. "Licensed Products" means any product, apparatus, method or service the manufacture, use, sale or lease of which: is covered by a Valid Claim of an issued, unexpired Licensed Patent, in a jurisdiction where said manufacture, sale, use and lease is carried out; or is covered by any claim being prosecuted in any pending application for the Licensed Patent; and is listed in Schedule B. "Net Revenues" shall mean the gross invoice price for sales or transfers of Licensed Products to final users by [COMPANY NAME], less the following deductions where they are factually applicable and are not already reflected in the gross invoice price: discounts allowed and taken, in amounts customary in the trade; and consumption and other taxes imposed upon and with specific reference to particular sales; and actual bad debts which [COMPANY NAME] can prove and document shall be considered by a deduction of no more than [PERCENTAGE %] of the gross invoice price for each accounting period. The Net Revenues for Licensed Products sold by [COMPANY NAME] or any of its Affiliates, or any third party enjoying a special course of dealing with [COMPANY NAME], shall be determined by reference to the Net Revenues which would be applicable in an arm's length transaction. "Territory" means the world. "Valid Claim" shall mean any claim contained in any pending patent application or issued patent included within the Licensed Patents which has not been abandoned or declared invalid in a non-applicable order and which would be infringed by the manufacture or sale of Licensed Products in the absence of the license granted in this Agreement. GRANT AND OBLIGATIONS OF [COMPANY NAME] [YOUR COMPANY NAME] hereby grants and hereby accepts an exclusive and non-transferable license under Licensed Patents in the Territory to manufacture, have manufactured, use, sell and have sold the Licensed Products. [COMPANY NAME] shall have the right to grant sublicenses to its Affiliates and to third parties that are approved by [YOUR COMPANY NAME], such approval not to be unreasonably withheld. Each such sublicense shall be consistent with the terms hereof and shall be terminable at [YOUR COMPANY NAME]'s option upon the termination of this Agreement. [COMPANY NAME] shall furnish [YOUR COMPANY NAME] with a copy of each sublicense with a third party. In connection with the grant to [COMPANY NAME] above, during the term hereof, [YOUR COMPANY NAME] agrees to furnish to [COMPANY NAME] any new information or data accumulated by [YOUR COMPANY NAME] relative to the Licensed Patents, and shall make appropriate personnel available to [COMPANY NAME] to the extent necessary to transmit the foregoing. [YOUR COMPANY NAME] has the right to make, use, and grant non-exclusive licenses to make and use, for research purposes only, and not for any commercial purpose, the subject matter described and claimed in the Licensed Patent. [COMPANY NAME] shall obtain all necessary governmental or regulatory approval [COMPANY NAME] deems necessary to use or to commercialize the Licensed Patents and the Licensed Products. [COMPANY NAME] agrees to mark the Licensed Products sold in [COUNTRY] in accordance with [COUNTRY] Patent [YOUR COUNTRY LAW] and with all applicable [COUNTRY] patent numbers. All Licensed Products shipped to or sold in other countries will be marked in a manner as to conform with the patent laws and practice of the country of manufacture or sale or use. ROYALTIES, RECORDS AND REPORTS In consideration for the grant of the license to [COMPANY NAME] in section 2.1, [COMPANY NAME] agrees to pay to [YOUR COMPANY NAME] a royalty of [PERCENTAGE %] of the Net Revenues of all Licensed Products sold by [COMPANY NAME] and its Affiliates or sub-licensees. On sales between [COMPANY NAME] and its Affiliates or sub-licensees for resale, the royalty shall be paid on the resale to third party. [COMPANY NAME] shall report to [YOUR COMPANY NAME] the date of first sale of Licensed Products in each country of the Territory within [NUMBER] days of occurrence. [COMPANY NAME] shall keep, and shall require its Affiliates and sub-licensees to keep, such records as may under recognized accounting practice enable royalty due under this Agreement to be accurately determined. [COMPANY NAME] shall permit a firm of certified public accountants, selected by [YOUR COMPANY NAME] and acceptable to [COMPANY NAME], upon request of [YOUR COMPANY NAME] and to examine such records no more than once in each calendar year during normal business hours for the purpose of verifying [COMPANY NAME]'s reports and accounting hereunder and determining the correctness of said accountings and the royalty payments made by [COMPANY NAME] to [YOUR COMPANY NAME]. Such examination will be at the cost of [COMPANY NAME]. [COMPANY NAME] shall within [NUMBER] days after the [DATE] and [DATE] of each year deliver to [YOUR COMPANY NAME] a true and accurate report as provided in Schedule C, giving such particulars of the business conducted by [COMPANY NAME] during the preceding [NUMBER] calendar months as are pertinent to an accounting for royalty under this Agreement. Such report shall include a description and the number of Licensed Products manufactured and sold, Net Revenues including deductions made and royalty due. [COMPANY NAME]ultaneously with the delivery of each report to [YOUR COMPANY NAME], [COMPANY NAME] shall pay the royalty due for the period covered by such report. If no royalties are due, it shall be so reported. All amounts payable hereunder by [COMPANY NAME] to [YOUR COMPANY NAME] shall be payable in [COUNTRY] to the address indicated by [YOUR COMPANY NAME]. Conversion of foreign currency to [COUNTRY] [AMOUNT] shall be made at the conversion rate existing in [COUNTRY] (as reported by the [COMPANY NAME]) on the last working day of each royalty period. Payment shall be without deduction of exchange, collection or other charges.
