This license agreement non exclusive and non transferable_royalties template has 9 pages and is a MS Word file type listed under our legal agreements documents.
LICENSE AGREEMENT This License Agreement - Non-Exclusive and Non-Transferable Royalties (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] DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: "Intellectual Property Rights" includes patents, trademarks, service marks, registered designs, integrated circuits topography, including applications for any of the foregoing, as well as copyright, design right, know-how, confidential information, trade secrets and any other similar rights in any country. "Modification" shall mean any modification, changes, corrections or additions to the Software or to the Source Code; "Software" means that version of the application programs interfaces; "Source Code" means the source code version of the Software in machine-readable form on machine-readable storage medium and which, when compiled, will produce the object code version of the Software. GRANT OF LICENSE [YOUR COMPANY NAME] hereby grants to The Licensee, which accepts, a perpetual, personal, non-exclusive and nontransferable license to: such Modifications to the Source Code that are necessary in order to allow the Software to interface existing systems (the "Source Implementation"); recompile the Source Implementation in object code form (the "Object Implementation"); bundle the Object Implementation with the object code of the existing system (the "Bundle Software"); distribute copies of the Bundle Software (by way of sale, rental, sub-license or otherwise), either directly or through The Licensee's sub-distributors, sub-licensees or agents. and for no other purposes; The Licensee agrees to use the Source Code only for the purposes expressly contemplated in paragraph 3.1. TRADEMARKS Subject to paragraphs 3.2 and 3.3, The Licensee shall apply [YOUR COMPANY NAME]'s [SPECIFY TRADEMARK] (the "Trademarks") on Bundle Software packages and written material related to the Bundle Software. The use of the Trademarks shall be subject to such reasonable restrictions and standards as [YOUR COMPANY NAME] may from time to time adopt. Prior to any proposed use of a Trademark, The Licensee shall give [YOUR COMPANY NAME] written notice of exactly how The Licensee proposes to use the Trademark, including drawings of all advertising copy. Such written notice shall be delivered to [YOUR COMPANY NAME] at least [NUMBER] days before public distribution, and The Licensee shall make whatever changes [YOUR COMPANY NAME] requires in the use of the Trademark before making any public distribution. The Trademark shall not be combined with any other trademark, name, appellation, or marking unless [YOUR COMPANY NAME] specifically consents in writing to such combination. The Licensee shall not use the Trademarks in any way after the termination of this Agreement. CONFIDENTIALITY The Licensee shall not disclose or give access to the Source Code to any third parties (other than The Licensee's full-time employees) except upon prior written authorization from [YOUR COMPANY NAME] to this effect, it being further agreed that The Licensee shall obtain from any third party to whom disclosure is made pursuant to this paragraph, and prior to a such disclosure, a written covenant naming [YOUR COMPANY NAME] as direct beneficiary of a such covenant, not to further disclose or make use of the Source Code in any manner whatsoever except as provided in this Section. The Licensee shall promptly report to [YOUR COMPANY NAME] any unauthorized disclosure or any unauthorized use of the Source Code of which it becomes aware and shall take such further steps as may reasonably be requested by [YOUR COMPANY NAME] to prevent unauthorized use thereof. The provisions of this section shall survive the termination of this Agreement for any reason. DELIVERY OF SOURCE CODE AND DOCUMENTATION The Licensee acknowledges that it has already been provided with a copy of the Source Code. TRAINING AND SUPPORT [YOUR COMPANY NAME] agrees to provide The Licensee with training in the use and operation of the Software at dates and places to be agreed upon by parties, at a cost of [AMOUNT] per day, plus expenses. [YOUR COMPANY NAME] further agrees to provide The Licensee with services for the maintenance and support of the Source Code at a cost of [AMOUNT] per day, plus expenses, it being understood and agreed that [YOUR COMPANY NAME] shall have no obligation to provide such services with respect to any versions of the Source Code other than that version of the Source Code provided by [YOUR COMPANY NAME] hereunder. OWNERSHIP AND COPYRIGHT The Licensee acknowledges that [YOUR COMPANY NAME] is and remains the owner of all Intellectual Property Rights in and to the Software and the Source Code. [YOUR COMPANY NAME] shall be assigned with all Intellectual Property Rights in and to any Modifications to the Source Code (including the Software) from their inception and for all the duration of such Intellectual Property Rights and throughout the world. In consideration of the license granted to The Licensee by [YOUR COMPANY NAME] hereunder and of the assignment contemplated in paragraph 7.2, The Licensee shall be granted with an exclusive license in and to the Intellectual Property Rights assigned to [YOUR COMPANY NAME] by The Licensee hereunder, which license shall be governed and be subject to the same terms and conditions as those provided for herein. ROYALTIES AND PAYMENT In consideration of the license granted to The Licensee hereunder, The Licensee agrees to pay to [YOUR COMPANY NAME]: a minimum royalty of [AMOUNT] [COUNTRY] for each year during which this Agreement will remain in force (the "Guaranteed Minimum"), and a royalty equal to [PERCENTAGE %] percent of any and all gross incomes payable to The Licensee for the distribution of the Bundle Software (the "Royalties"); Royalties shall become due and payable by The Licensee to [YOUR COMPANY NAME] within [NUMBER] days after the end of the anniversary date of this Agreement, and shall be accompanied by a statement of account ("Statements") showing Royalties payable to [YOUR COMPANY NAME] and the basis for determining the amount of such payment. Guaranteed Minimum shall be payable upon signature hereof and thereafter no later than at the anniversary date of this Agreement. The Royalties and Guaranteed Minimum charged to The Licensee hereunder do not include any amount for taxes, duties, levies or other charges imposed by any level of government (inside or outside of Country). Any and all such taxes, duties or other charges if required to be paid by [YOUR COMPANY NAME], shall be reimbursed forthwith to [YOUR COMPANY NAME] by The Licensee with the only exclusion of taxes based on [YOUR COMPANY NAME] income. Without prejudice to any other right or remedy available, [YOUR COMPANY NAME] shall be entitled to charge The Licensee's interest on any overdue amounts from the due date until the date of payment at an annual rate equal to the yearly average of the reference rate of interest quoted daily by the principal financial institution of [YOUR COMPANY NAME] in the [SPECIFY CITY] for loans in [SPECIFY COUNTRY] to its best commercial customers in the [SPECIFY CITY], plus [PERCENTAGE %] percent. [YOUR COMPANY NAME] shall have the right, at any time, to give The Licensee written notice of [YOUR COMPANY NAME]'s intention to examine The Licensee's books and records with respect to Statements
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This license agreement non exclusive and non transferable_royalties template has 9 pages and is a MS Word file type listed under our legal agreements documents.
LICENSE AGREEMENT This License Agreement - Non-Exclusive and Non-Transferable Royalties (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] DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: "Intellectual Property Rights" includes patents, trademarks, service marks, registered designs, integrated circuits topography, including applications for any of the foregoing, as well as copyright, design right, know-how, confidential information, trade secrets and any other similar rights in any country. "Modification" shall mean any modification, changes, corrections or additions to the Software or to the Source Code; "Software" means that version of the application programs interfaces; "Source Code" means the source code version of the Software in machine-readable form on machine-readable storage medium and which, when compiled, will produce the object code version of the Software. GRANT OF LICENSE [YOUR COMPANY NAME] hereby grants to The Licensee, which accepts, a perpetual, personal, non-exclusive and nontransferable license to: such Modifications to the Source Code that are necessary in order to allow the Software to interface existing systems (the "Source Implementation"); recompile the Source Implementation in object code form (the "Object Implementation"); bundle the Object Implementation with the object code of the existing system (the "Bundle Software"); distribute copies of the Bundle Software (by way of sale, rental, sub-license or otherwise), either directly or through The Licensee's sub-distributors, sub-licensees or agents. and for no other purposes; The Licensee agrees to use the Source Code only for the purposes expressly contemplated in paragraph 3.1. TRADEMARKS Subject to paragraphs 3.2 and 3.3, The Licensee shall apply [YOUR COMPANY NAME]'s [SPECIFY TRADEMARK] (the "Trademarks") on Bundle Software packages and written material related to the Bundle Software. The use of the Trademarks shall be subject to such reasonable restrictions and standards as [YOUR COMPANY NAME] may from time to time adopt. Prior to any proposed use of a Trademark, The Licensee shall give [YOUR COMPANY NAME] written notice of exactly how The Licensee proposes to use the Trademark, including drawings of all advertising copy. Such written notice shall be delivered to [YOUR COMPANY NAME] at least [NUMBER] days before public distribution, and The Licensee shall make whatever changes [YOUR COMPANY NAME] requires in the use of the Trademark before making any public distribution. The Trademark shall not be combined with any other trademark, name, appellation, or marking unless [YOUR COMPANY NAME] specifically consents in writing to such combination. The Licensee shall not use the Trademarks in any way after the termination of this Agreement. CONFIDENTIALITY The Licensee shall not disclose or give access to the Source Code to any third parties (other than The Licensee's full-time employees) except upon prior written authorization from [YOUR COMPANY NAME] to this effect, it being further agreed that The Licensee shall obtain from any third party to whom disclosure is made pursuant to this paragraph, and prior to a such disclosure, a written covenant naming [YOUR COMPANY NAME] as direct beneficiary of a such covenant, not to further disclose or make use of the Source Code in any manner whatsoever except as provided in this Section. The Licensee shall promptly report to [YOUR COMPANY NAME] any unauthorized disclosure or any unauthorized use of the Source Code of which it becomes aware and shall take such further steps as may reasonably be requested by [YOUR COMPANY NAME] to prevent unauthorized use thereof. The provisions of this section shall survive the termination of this Agreement for any reason. DELIVERY OF SOURCE CODE AND DOCUMENTATION The Licensee acknowledges that it has already been provided with a copy of the Source Code. TRAINING AND SUPPORT [YOUR COMPANY NAME] agrees to provide The Licensee with training in the use and operation of the Software at dates and places to be agreed upon by parties, at a cost of [AMOUNT] per day, plus expenses. [YOUR COMPANY NAME] further agrees to provide The Licensee with services for the maintenance and support of the Source Code at a cost of [AMOUNT] per day, plus expenses, it being understood and agreed that [YOUR COMPANY NAME] shall have no obligation to provide such services with respect to any versions of the Source Code other than that version of the Source Code provided by [YOUR COMPANY NAME] hereunder. OWNERSHIP AND COPYRIGHT The Licensee acknowledges that [YOUR COMPANY NAME] is and remains the owner of all Intellectual Property Rights in and to the Software and the Source Code. [YOUR COMPANY NAME] shall be assigned with all Intellectual Property Rights in and to any Modifications to the Source Code (including the Software) from their inception and for all the duration of such Intellectual Property Rights and throughout the world. In consideration of the license granted to The Licensee by [YOUR COMPANY NAME] hereunder and of the assignment contemplated in paragraph 7.2, The Licensee shall be granted with an exclusive license in and to the Intellectual Property Rights assigned to [YOUR COMPANY NAME] by The Licensee hereunder, which license shall be governed and be subject to the same terms and conditions as those provided for herein. ROYALTIES AND PAYMENT In consideration of the license granted to The Licensee hereunder, The Licensee agrees to pay to [YOUR COMPANY NAME]: a minimum royalty of [AMOUNT] [COUNTRY] for each year during which this Agreement will remain in force (the "Guaranteed Minimum"), and a royalty equal to [PERCENTAGE %] percent of any and all gross incomes payable to The Licensee for the distribution of the Bundle Software (the "Royalties"); Royalties shall become due and payable by The Licensee to [YOUR COMPANY NAME] within [NUMBER] days after the end of the anniversary date of this Agreement, and shall be accompanied by a statement of account ("Statements") showing Royalties payable to [YOUR COMPANY NAME] and the basis for determining the amount of such payment. Guaranteed Minimum shall be payable upon signature hereof and thereafter no later than at the anniversary date of this Agreement. The Royalties and Guaranteed Minimum charged to The Licensee hereunder do not include any amount for taxes, duties, levies or other charges imposed by any level of government (inside or outside of Country). Any and all such taxes, duties or other charges if required to be paid by [YOUR COMPANY NAME], shall be reimbursed forthwith to [YOUR COMPANY NAME] by The Licensee with the only exclusion of taxes based on [YOUR COMPANY NAME] income. Without prejudice to any other right or remedy available, [YOUR COMPANY NAME] shall be entitled to charge The Licensee's interest on any overdue amounts from the due date until the date of payment at an annual rate equal to the yearly average of the reference rate of interest quoted daily by the principal financial institution of [YOUR COMPANY NAME] in the [SPECIFY CITY] for loans in [SPECIFY COUNTRY] to its best commercial customers in the [SPECIFY CITY], plus [PERCENTAGE %] percent. [YOUR COMPANY NAME] shall have the right, at any time, to give The Licensee written notice of [YOUR COMPANY NAME]'s intention to examine The Licensee's books and records with respect to Statements
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