Sample License Agreement

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. 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 [LICENSE 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] .

1. Grant of License.

Licensor is [LICENSOR DESIGNATION] of the following, hereinafter the "Licensed Product".

[PROPERTY TO BE LICENSED]

Subject to the terms and conditions of this Agreement, Licensor grants Licensee a an exclusive, non-transferable right to use, sell, distribute, market, manufacture, lease,copy and distribute the Licensed Product. [LICENSEE] may sublicense the foregoing rights.

2. Payment of Royalty

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.

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 is due, then the Licensee shall be in material breach of this Agreement.

Licensee agrees to maintain complete and accurate records relating to the distribution and sales of [PROPERTY TO BE LICENSED] . Licensee 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 non-compliance by Licensee with the terms of this agreement by a margin exceeding, [AUDIT PERCENTAGE] % in which case the audit shall be paid for by the Licensor.

3. Warranties

Licensee warrants that it has the right and authority to enter into this Agreement and grant the license granted hereby and that it has no knowledge of any claim that the Licensed Product infringes on any patent or copyright or constitutes a misappropriation of any trade secret. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, LICENSEE MAKES NO WARRANTIES WITH RESPECT TO THE LICENSED PRODUCT OR ANY SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. Further, Licensee does not warrant, guarantee, or make any representations regarding the use, or the results of the use, of the Licesned Product.

Licensor warrants that it has the right and authority to enter into this Agreement and receive the license granted hereby.

4. Ownership

Licensee acknowledges that ownership of the Licensed Product, including all intellectual property rights, is and shall remain with Licensor. Licensee acquires only the rights to use, copy, sell, distribute and sublicense the Licensed Product and does not acquire any other rights of ownership.

Licensor agrees to reproduce and include any copyright or other proprietary notices included in the Licensed Product on all copies, in whole or in part, in any form, including partial copies.

5. Duration.

This Agreement is effective from the date it has been executed by both parties and shall remain in force until terminated.

6. Termination.

Either party may terminate this Agreement immediately upon giving written notice thereof to the other party upon the occurrence of any of the following events: (i) the other party failing to cure a material breach hereof committed by it within 30 days after receiving written notice of the breach (ii) the pendency for more than 90 days of proceedings against the other party under bankruptcy or insolvency laws; or (iii) the other party ceasing to do business. Upon such termination, Licensor shall destroy the Licensed Product together with all copies and modifications in any form and certify the same to Licensee

7. Severability.

If any of the provisions, or portions, of this Agreement are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the balance of this Agreement shall remain in full force and effect.

8. Entire Agreement.

This is the complete and exclusive Agreement between Licensee and Licensor and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Agreement. This Agreement may not be modified orally. This Agreement my be modified or amended, only in writing and signed by both parties.

9. Governing Law.

This Agreement shall be governed by and interpreted in accordance with the internal substantive laws of the State of [LICENSOR STATE] . Each of the parties irrevocably consent to the jurisdiction of the state and federal courts located in [LICENSOR CITY] , [LICENSOR STATE] and agrees that any action, suit or proceeding (except actions for injunctive relief, which may be brought in any applicable jurisdiction) by or between the parties shall be brought in any court in [LICENSOR CITY] , [LICENSOR STATE] .

10. Waiver

The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

11. Transfer of Rights

This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and assigns. No party may assign this Agreement without the prior written consent of the other.

12. Notices

All notices shall be in writing and shall be deemed given on the fifth business day after being sent by certified or registered mail or on the date of delivery if sent by other means

BY:_________________________    BY_________________________
      [LICENSEE]                                    [LICENSOR] 
       Licensee                                           Licensor

Its_________________________    Its________________________


DATE________________________    DATE_______________________

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