Sample Intellectual Property License Agreement

The licensor can grant the licensee an exclusive or non exclusive license to use the licensed property. An exclusive grant is only given to the licensee and not to any other party. In a non-exclusive license, the licensor can license the same property to other licensees.

The license agreement contains provisions that limit the licensor's liability if the intellectual property does not work or does not live up to its expectations. The agreement also contains provisions that protect its trade secrets and confidential information contained in the property.

This agreement includes clauses on the subject matter of the license, the identities of the parties, the form and term of the license, the payment for the license, respective ownership rights, indemnification and warranty provisions and license fee provisions. The license fee can be a one time payment or a royalty based on the sale of the licensed property by the licensee.

This agreement is entered into on [AGREEMENT DATE] by and between [LICENSOR] , hereinafter "Licensor" a Corporation located at [LICENSOR ADDRESS] , [LICENSOR CITY] , [LICENSOR STATE] , [LICENSOR ZIP CODE] AND [LICENSEE] hereinafter "Licensee" a a Corporation located at [LICENSEE ADDRESS] , [LICENSEE CITY] , [LICENSEE STATE] , [LICENSEE ZIP CODE] .

Licensor is the developer and creator of [PROPERTY TO BE LICENSED] , hereinafter know as "Licensed Product."

A U.S patent no. [U. S. PATENT NUMBER] has been issued on the above

1. LICENSOR'S WARRANTIES

a. Licensor represents that it has the right and authority to enter into this Agreement and grant to Licensee the rights to the patent granted in this agreement.

b. Licensor warrants to Licensee that the reproduction, sale and distribution of the Licensed Product will not infringe or misappropriate the proprietary rights of any third party.

c. THE FOREGOING ARE THE ONLY WARRANTIES MADE BY LICENSOR. LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2. PAYMENT

a. In consideration of the rights granted to Licensee in this agreement, Licensee shall pay licensor a royalty of $[PERCENTAGE OF ROYALTY] on [ROYALTY PERCENTAGE BASED ON?] . This royalty shall be paid to Licensor [ROYALTY PAYMENT SCHEDULE] . An itemized statement including all units sold and net revenue shall be rendered within [# OF DAYS FOR NET REVENUE TO BE RENDERED] days from the last day of the successive quarter. All amounts due shall be paid within [# OF DAYS TO PAY AMOUNT DUE] days of when the quarterly report is due.

b. All payments to Licensor shall be made in U.S. currency and to the address designated by Licensor. Without limiting any other remedy, if payment is not received by Licensor within [# OF DAYS TO PAY BEFORE PENALTY ASSESSED] days after the payment due, then the Licensee shall be in material breach of this Agreement

c. Licensee agrees to maintain complete and accurate records relating to the distribution and sales of the Licensed Product. Licensor shall have the right, annually, to appoint an independent third party to examine Licensee's compliance with the terms of this agreement. Any audit shall be at the expense of the Licensor unless the audit reveals noncompliance by Licensee with the terms of this agreement by a margin exceeding, [AUDIT PERCENTAGE] % in which case the audit shall be paid for by Licensee.

3. LICENSE GRANTED

a. In consideration of the mutual covenants and promises herein, licensor grants to licensee an exclusive license for the manufacture, sale and or distribution of the Licensed Product in [GEOGRAPHIC EXTENT OF DISTRIBUTION] .

b. This agreement shall continue for so long as said Licensed Product is under protection of U. S. Patent law.

4. INDEMNIFICATION

a. Licensee will defend, indemnify and hold Licensor harmless from and against any and all liabilities, losses, damages, cost and expenses including legal fees) associated with any claim or action brought against Licensee for infringement of any U.S. patent, copyright, trade secret or other property right based upon the sale, license or use of the product in accordance with this Agreement.

5. TERMINATION

a. Licensee may terminate this Agreement by giving Licensor [# OF DAYS FOR WRITTEN NOTICE OF TERMINATION] days prior written notice of termination.

b. Either party may terminate this agreement if the other party materially breaches a provision of the Agreement and fails to correct the breach within [# OF DAYS TO CORRECT BREACH OF CONTRACT] days of written notice of the breach.

c. Upon termination, Licensee shall cease to sell, manufacture and/or distribute the Licensed Product.

6. LIMITATION OF LIABILITY

Notwithstanding anything in this agreement, the maximum liability of licensee to licensor, resulting from any cause whatsoever shall be limited to the amount actually paid licensor.

7. NOTICES

Any notice or other communications shall be sent to

[LICENSOR]
[LICENSOR ADDRESS]
[LICENSOR CITY] , [LICENSOR STATE] , [LICENSOR ZIP CODE]

[LICENSEE]
[LICENSEE ADDRESS]
[LICENSEE CITY] , [LICENSEE STATE] , [LICENSEE ZIP CODE]

8. ENTIRE AGREEMENT

This agreement consists of the entire agreement between the parties and shall be interpreted according to the laws of [LICENSOR STATE] . This agreement may be only modified in writing signed by both parties.

Executed this _______ day of ________________, ______.

________________________
[LICENSOR]
LICENSOR

_________________________
[LICENSEE]
LICENSEE

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