This license agreement non-exclusive license to manufacture template has 17 pages and is a MS Word file type listed under our sales & marketing documents.
Sample of our license agreement non-exclusive license to manufacture template:
LICENSE AGREEMENT - NON EXCLUSIVE LICENSE TO MANUFACTURE This License Agreement - Non Exclusive License to Manufacture (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] WHEREAS, [YOUR COMPANY NAME] has conceived, developed and owns a [DESCRIPTION OF THE INVENTION] ("Invention") generally being a new product used as [SPECIFY] in respect of different fields of use of the Invention; WHEREAS, [YOUR COMPANY NAME] has filed a [COUNTRY] patent application under Serial No [NUMBER] to protect the Invention and has therein designated the countries identified in Schedule "A" hereto; WHEREAS, [YOUR COMPANY NAME] has also filed corresponding foreign patent applications in the countries identified in Schedule "B" hereto; WHEREAS, the Licensee declares that it desires to obtain and [YOUR COMPANY NAME] declares that it is willing to grant the Licensee the exclusive right to manufacture, use and sell the Licensed Products and to use the Licensed Process throughout the Territory with respect to the Field of use (as those terms are hereinafter defined); NOW THEREFORE, in consideration of the premises and of the mutual covenants and undertakings hereinafter set forth, the parties hereto have agreed and do hereby agree as follows: 1. DEFINITIONS When used in this Agreement, each of the following terms shall have the following respective meanings unless the context otherwise requires: 1.1 "Applications" shall mean the [COUNTRY] patent application Serial No. [NUMBER] in respect of the Invention as well as any supplementary disclosures and divisional applications that may arise therefrom, and applications on improvements under this Agreement] 1.2 "Authorized Sub-Contractors" shall have the meaning given in Section 3.1; 1.3 "Authorized Sub-Licensees" shall have the meaning given in Section 4.1; 1.4 "Contractual Year" shall mean the period commencing on [DATE] or the anniversary thereof and ending on the following anniversary thereof; 1.5 "Field of use" shall mean [SPECIFY]; 1.6 "Field Test Period" shall mean the period commencing on the effective date hereof and ending on [DATE]; 1.7 "Home Territory" shall mean [SPECIFY LOCATION]; 1.8 "Licensed Process" shall mean any process described in the Technology; 1.9 "Licensed Products" shall mean [SPECIFY]; 1.10 "Net Sales Value" shall mean, the gross price actually invoiced by the Licensee or the Authorized Sub-Licensees to its customers at arm's length less any sales, excise and use taxes, custom duties, insurance, freight charges, credit given for returned product and normally occurring trade, cash or quantity discounts and rebates; 1.11 "Non-Home Territory" shall mean [SPECIFY LOCATION]; 1.12 "Patents" shall mean any patent or patents that may issue in the Territory from any of the Applications or reissue thereafter; 1.13 "prior patent grounds" shall mean grounds for refusal to grant the Patents on the basis that a claim or claims under the Applications are identical or substantially similar to the claim or claims of a valid, existing patent; 1.14 "Technical Information" shall Include but not be limited to all knowledge, information, formulas, drawings, plans, processes, specifications and know-how now possessed by [YOUR COMPANY NAME] [or subsequently obtained or developed by [YOUR COMPANY NAME] during the Term] relating to the Invention; 1.15 "Technology" shall mean the Invention, the Applications, the Patents and the Technical Information; 1.16 "Term" shall have the meaning given in Article 19; 1.17 "Territory" shall mean collectively the Home Territory and the Non-Home Territory; and 1.18 "Year" shall mean a period of twelve months. 2. LICENSE GRANT 2.1 Subject to the terms and conditions hereof, [YOUR COMPANY NAME] hereby grants the Licensee the non-exclusive license to manufacture, use and sell the Licensed Products and to use the Licensed Process in the Territory and only in relation to the Field of use. 2.2 (a) Should no Patents issue in [COUNTRY] on or before [DATE] as a result of the refusal of the Applications on prior patent grounds, and [YOUR COMPANY NAME] has not as of such date commenced with reasonable likelihood of success proceedings to appeal such refusal, the Licensee may within a reasonable period after failure of the appeal proceedings, at its option terminate this Agreement and [YOUR COMPANY NAME] shall, pursuant to such termination and upon request in writing by the Licensee, reimburse the Licensee all out-of-pocket costs and expenses of development work (itemized in reasonable detail) incurred by the Licensee to introduce the Technology into the Territory, less any revenues earned by the Licensee during the period prior to such refusal, subject to the condition that [YOUR COMPANY NAME]'s total liability under this Section 2.3 (a) shall not exceed [AMOUNT]. (b) Should no Patents issue in either [COUNTRY] on or before [DATE] as a result of the refusal of the Applications on any grounds other than prior patent grounds, and [YOUR COMPANY NAME] has not as of such date commenced with reasonable likelihood of success proceedings to appeal such refusal, the Licensee may within a reasonable period after failure of the appeal proceedings, at its option terminate this Agreement and [YOUR COMPANY NAME] shall, pursuant to such termination and upon request in writing by the Licensee, reimburse the Licensee all out-of-pocket costs and expenses of development work (itemized in reasonable detail) incurred by the Licensee to introduce the Technology into the Territory, less any revenues earned by the Licensee during the period prior to such refusal, subject to the condition that [YOUR COMPANY NAME]'s total liability under this Section 2.3(b) shall not exceed [AMOUNT]. (c) Should no Patents issue in any other country or countries of the Territory on or before [DATE] as a result of the refusal of the Applications on prior patent grounds, and [YOUR COMPANY NAME] has not as of such date commenced with reasonable likelihood of success proceedings to appeal such refusal, the Licensee may within a reasonable period after failure of the appeal proceedings, at its option limit this Agreement to the territorial extent of the country so affected and [YOUR COMPANY NAME] shall, upon request in writing by the Licensee, reimburse the Licensee all royalties received in respect of such country or countries within the immediately preceding three years. (d) To the extent that everyone may become entitled to manufacture, use or sell the Technology, the Licensed Products or Licensed Process in relation to the Field of use pursuant to the local law of any country or countries of the Territory as a result of the refusal of the Applications therein for any reason, the Licensee shall not be bound by this Agreement with respect to such country or countries, except for Article [NUMBER]. 3. SUB-CONTRACTING 3.1 [YOUR COMPANY NAME] hereby acknowledges that the Licensee may sub-contract the manufacture and use of the Licensed Products and the Licensed Process in the Territory to any person, firm or corporation, subject to the condition that any such authorized sub-contractor who is so employed, will undertake in writing to keep confidential pursuant to this Agreement the Technical Information which may be disclosed to it by the Licensee for sub-contracting purposes hereunder (the "Authorized Sub-Contractors"). 4. SUB-LICENSING 4
