In this form, the seller agrees to sell to the buyer certain technology. As drafted, this agreement states that delivery shall be made at the seller’s expense and further states that the buyer may use the technology as the buyer sees fit, including licensing and selling the technology. This form should be used by a buyer who desires to take complete control and ownership of a certain technology. This document can be modified to fit the needs of the drafting parties.
In this form, the seller agrees to sell to the buyer certain technology. As drafted, this agreement states that delivery shall be made at the seller’s expense and further states that the buyer may use the technology as the buyer sees fit, including licensing and selling the technology. This form should be used by a buyer who desires to take complete control and ownership of a certain technology. This document can be modified to fit the needs of the drafting parties. Agreement for Sale of Technology This Agreement for Sale of Technology (“Agreement”) is made and effective on ____________________ [date], between ____________________ (“Seller”), and ____________________ (“Buyer”). Whereas, Seller owns all rights, including the all related intellectual property rights, to the following technology: _________________________________________________________ (“Technology”). And whereas, Seller wishes to sell and Buyer wishes to procure such Technology, the related goodwill, all other associated property rights, including all copyrights and all rights to related derivative works. Hence, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows: 1. Transfer. A. Technology. By this Agreement, Seller sells and conveys all Seller’s rights and interest to Buyer in and to the following technology: ______________________________________________________________ [insert additional lines or exhibit if necessary]. The Technology includes, but is not limited to, all incarnations of the Technology in any format, all existing licenses, and copies of the Technology in any format B. Delivery. Delivery shall be made at Seller's expense to Buyer's office located at ____________________, on ____________________ [date]. Seller shall be allowed five (5) days' grace, without penalty. The acceptance of shipment by a common carrier or licensed public trucker shall constitute delivery to Buyer. Except as hereinafter provided, if any delay exceeds exceeds 5 days, Seller may unconditionally cancel by notice in writing. 2. Payment. Buyer shall pay ______________ dollars ($______________) to Seller within ten (10) days from delivery of Technology. 3. Representations and Warranties of Seller. Seller represents and warrants the following: A. Ownership. Seller warrants that Seller has good and marketable title to the Technology, including all related intellectual property rights in the Technology. Seller warrants that the Technology does not infringe on any United States or foreign copyright, or on any other right of any other person. Seller shall indemnify and hold Buyer harmless against any claim of infringement of copyright or such other rights relating to the use of the Technology, and shall bear all costs and expenses, including reasonable attorneys' fees, arising from or related to any such claim. As used herein, the term "claim" includes, without limitation, any claim for temporary or permanent © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 injunctive relief in any action for such infringement of copyright or other rights. Buyer shall give Seller prompt written notice of any such claim. Seller does not have any outstanding agreements, written or oral, related to the Technology, except as follows: ______________________________________________________________ [insert additional lines or exhibit if necessary]. B. Free and Clear. Seller represents that the Technology is not subject to any lien, encumbrance, mortgage or security interest of any kind. The Technology is free of any such lien, except as follows: _____________________________________________________________ [insert additional lines or exhibit if necessary]. C. Authority. Each signing party below represents that it has the authority to enter into this Agreement. Consent or approval is not needed by any person or public authority in relation to the completion, delivery or performance of this Agreement by Seller. D. No Default. No outstanding default exists by Seller or any third party license of the Technology of any material obligation, except as follows: ______________________________________________________________ [insert additional lines or exhibit if necessary]. 4. Brokers. No broker was used by the parties to this Agreement, as all negotiations relative to this Agreement have been carried on directly by Buyer and Seller. As such, there is no valid claim against the parties for finder's fees, brokerage commissions, or other like payments. 5. Cooperation. Both parties agree to use their best efforts to take all necessary steps to complete this exchange and to execute all the required documentation. Upon Buyer’s request, Seller shall deliver, or cause its agents to deliver, all documents and to do or cause to be done all other things necessary to enable the transfer of any copyright application or other similar document or instrument. 6. Limitation of Liability. THE WARRANTIES STATED IN THIS AGREEMENT ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF THE TECHNOLOGY. NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER FOR ANY © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PERFORMANCE CONTEMPLATED UNDER THIS AGREEMENT. 7. Use of the Technology by Buyer. In its sole discretion, Buyer may license and sell the Technology as Buyer wishes. Buyer may change the name of the technology and any related trade names. Further, Buyer may develop modified versions and/or derivative works of the Technology without attributing any credit or recognition to Seller. Buyer shall own all related rights to any modified or derivative works. Buyer may use the Technology as Buyer sees fit. 8. Use of Technology by Seller. Seller shall posses no rights at all in the Technology. Seller shall not use the Technology in any manner whether it be personal or commercial. Seller shall not disclose any information related to the Technology to any third party, unless Buyer consents in writing prior to the disclosure. Seller, further, agrees to not compete either directly or indirectly with Buyer’s marketing or use of the Technology until ______________ [insert date]. 9. Assignment. Seller shall not delegate or assign any duties or claims under this order without Buyer's prior written consent. Any such delegation or assignment attempted without Buyer's previous written consent shall effect, at Buyer's option, a cancellation of all of Buyer's obligation hereunder. Buyer shall not unreasonably withhold its consent to an assignment, however. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, executors, personal representatives, successors and assigns. 10. Relationship of the Parties. Both parties are independent contractors and this Agreement does not constitute either party as the legal representative of the other for any purpose whatsoever. Neither party has authority to assume or create any obligation whatsoever, expressed or implied, on behalf or in the name of the other party, nor to bind the other in any manner whatsoever. 11. Notices. Notices hereunder shall be in writing and shall be deemed to have been fully given and received when sent by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the respective parties at the addresses shown below, or at such addresses as the parties may later specify for such purpose. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 If to Buyer: _____________________________________________________. If to Seller: _____________________________________________________. 12. No Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have provided such waiver or consent. No waiver by either party of any right, failure to perform or of any breach by the other party hereunder, shall be deemed to be a waiver of any other right hereunder or of any other breach or failure by such other party, whether of a similar nature or otherwise. 13. Entirety of Agreement. This Agreement, including any attachments, constitutes the final, complete, and fully integrated expression of the parties with respect to its subject matter and supersedes any prior agreement, representation or understanding with respect to the same. This Agreement may be modified or amended only by a writing executed by both parties. 14. Governing Law. This Agreement and the acceptance of it shall be a contract made in the state of ____________________ and governed by the laws thereof. 15. Headings in this Agreement The headings in this Agreement are inserted for convenience only and not intended to affect the meaning or interpretation of this Agreement. 16. Severability. If any term of this Agreement is held to be invalid, then this Agreement, and all of the remaining terms, will remain in full force and effect as if such invalid term had never been included. In Witness whereof, the parties have executed this Agreement as of the date first written above. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 Buyer: ____________________ date: ____________________ its: ____________________ Seller: ____________________ date: ____________________ its: ____________________ © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6
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