This Patent License Agreement is between the owner of a patent and a party who wants to license the patent. This agreement sets forth the identities of the parties, specific information regarding the patent and the territory in which the patented products may be sold. It also sets forth any payments made for the license and license term. This Patent License Agreement must be signed by both parties.
PATENT LICENSE AGREEMENT
THIS AGREEMENT is entered into this __ day of _______________________, 20_________, by and between __________________________________________________________ of __________________________________________________________ (the "Licensor") and ______________________________________ of _________________________________ (the "Licensee").
The parties agree as follows:
1. Rights Granted.
Licensor hereby grants to Licensee, a non exclusive, non transferable, personal and direct license for the following Patent ___________________________________________ ______________________________________________________ (“Patent”) to make, use, sell and import the following products __________________________ anywhere in the following territory: ___________________________________ and to export the said products from the territory.
2. Licensor's Rights and Obligations.
Licensee is not hereby entitled to sublicense or subcontract, in whole or in part, the rights granted hereunder, except as expressly agreed upon under this Agreement. The Licensor will continue to retain all rights of every kind and nature in the Patent except those specifically granted to Licensee hereunder.
For the rights granted by Licensor herein, Licensee shall pay to Licensor a royalty as follows:
4. Written Statement.
Licensee shall render quarterly written statements to Licensor, within forty-five (45) days after the end of each quarter during which the Patent is licensed specifying the royalties due to Licensor with respect to such Patent. Such statement shall be accompanied by payment of the royalty amount due.
Licensor reserves the right, upon reasonable notice, to review the records of Licensee to verify the royalties paid. Any such audit will be conducted at Licensor's expense and at such times and in such a manner as to not unreasonably interfere with Licensee's normal operations.
5. Warranty and Indemnification.
a. Licensor warrants and represents that:
(i) it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein;
(ii) it has not previously licensed the Patent to any third party; and
(iii) that Licensee's use of the Patent will not violate any rights of any kind or nature whatsoever of any third party.
b. Licensor shall indemnify and hold harmless Licensee, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by Licensor herein.
c. Licensee shall indemnify and hold harmless Licensor, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim that the Patent infringes any intellectual property rights or other rights of any third party.
6. Term and Termination.
This Agreement shall be effective from the date above written and shall continue for a period of ___________________ years, unless terminated earlier by either parties.
This Agreement shall be subject to termination at the election of Licensor, by written notice to Licensee, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensee, and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensor.
This Agreement shall be subject to termination at the election of Licensee, by written notice to Licensor, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensor and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensee.
7. General Provisions.
This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.
c. Governing Law: Forum.
This Agreement shall be governed by the laws of the State of _______________________, applicable to agreements made and to be wholly performed therein.
The address of each party hereto as set forth below shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.
IN WITNESS WHEREOF the parties have caused this License Agreement to be executed the day and year set forth above.
[Name and Address of Licensor]
[Name and Address of Licensee]