Exclusive Technology Sale Agreement

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									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

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         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


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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.


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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.



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Buyer:       ____________________
date:        ____________________
its:   ____________________




Seller:            ____________________
date:              ____________________
its:               ____________________




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