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Terms of Agency – Agent is hereby appointed as the sole and exclusive representative of
MicroNet to procure either a sale or license of the Patent to a third party. In connection
with a sale the purchase price shall be at least $500,000, payable in cash at closing. In
connection with a license, the license agreement shall provide for an upfront payment of
not less than $[N] and quarterly royalties equal to $[N] for each unit purchased from
MicroNet by the licensee under the terms of the to-be-negotiated licensing agreement.
Commissions – If a sale of the patent is consummated by MicroNet during the Term (
subject to Section 5), Agent shall be paid a commission, directly from the sales proceeds,
of 10% of such proceeds. If the patent is licensed by Micronet during the Term ( likewise
subject to Section 5), Agent shall be paid 10% of the upfront payment and 10% of all
royalty payments pursuant to the license agreement.
Expenses – Direct expenses, including legal fees, incurred by Agent in furtherance of this
agency in excess of $1,000 shall, if preapproved by MicroNet, be reimbursed to Agent at
the close of any sale or license associated with this agreement.
Power-of-Attorney - If Agent complies with its obligations herein, MicroNet shall accept
the proposal from the third-party solicited by Agent i.e., to sell or license the Patent on
the terms set forth herein. Accordingly, MicroNet, in recognition of its obligations in the
prior sentence, hereby irrevocably appoints Agent as its attorney-in-fact to consummate
the said transaction in the name of, and as the duly authorized agent of, MicroNet. Said
power-of-attorney is coupled with an interest and is irrevocable and includes the right to
execute, record and deliver any and all instruments of assignment required by applicable
law to transfer, clear, unencumbered title in and to the Patent to such third-party, or to
fully execute and deliver the license, as the case may be. If the transaction with respect
to the Patent contemplated herein is not consummated during the Term of this Agency,
but is consummated within a period of one year following the termination of the Agency
with a party introduced by Agent, the said commission provided for herein shall
nevertheless be due and payable by MicroNet to Agent upon consummation of the said
transaction and the aforesaid power–of-attorney, and the rights thereunder granted to
Agent, shall be applicable to said transaction.
Seller Warranty - MicroNet represents and warrants that it owns the Patent free and clear
of all liens and encumbrances, that the same is valid and existing and does not infringe
the rights of any third-party, that this agreement and the sale or license of the Patent will
not infringe upon any prior agreements entered into by MicroNet associated with the
Patent and will not infringe upon the rights of any third-party.
Further Assurances – The parties hereto shall execute and deliver all such documents and
do all such things necessary to fully implement this Agreement and the transactions
contemplated hereby. Furthermore, if the sale or license of the Patent as contemplated
herein is not consummated during the term of the Agency, MicroNet shall, for the twelve
month period following the term, keep Agent fully informed in writing in connection
with all activities associated with the sale or license or other commercialization of the
Patent (e.g, without limitation providing Agent with copies of all solicitations,
communications, offers, etc.) such that Agent shall be able to exercise its rights to
calculate and receive the consideration as described in Section 3 and as contemplated in
Collection and Disbursement of Commissions Proceeds - In order to assure full
compliance with its obligations to Agent herein, MicroNet agrees that the transaction
giving rise to the commission shall be consummated through escrow and through a
licensed escrow agent, with the Parties each bearing one-half of the applicable escrow
fees and charges.
Indemnification - MicroNet and Agent agree to indemnify and hold harmless the other to
the extent of any claim, expense, loss, injury, liability or judgment arising out of the gross
negligence or willful misconduct of itself or its agents. It is further agreed that no one but
a party to this Agent’s Agreement shall have any rights whatsoever under the terms of the
Compliance with Laws; Taxes - The parties shall at all times comply with all applicable
federal, state, and local laws in performing their duties hereunder and shall pay all
applicable taxes associated with the performance of such duties.
Notices - All notices and other communications required or permitted hereunder shall be
effective upon receipt (or refusal of receipt) and shall be in writing and delivered by
depositing the same in United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, by delivering the same in
person to such party or to an officer or agent of such party or by express-mail, or by
facsimile transmission, to the names, addresses, and locations specified above at the top
of the first page to this Agreement. Further, notices shall be deemed received by the
party to whom it is addressed (a) if by U.S. mail, three business days after it is deposited
in the mail, postage prepaid, by registered or certified mail, with return receipt requested,
(b) if by hand delivery (including via courier), at the time it is personally delivered to the
person to whom the notice is to be given, or (c) if by facsimile transmission, at the time it
is received by the party to whom notice is to be given, provided that if the transmitting
party has a facsimile-machine-generated written confirmation of receipt by the facsimile
machine of the party to whom notice is given, a facsimile shall be deemed received no
later than 24 hours after the date and time evidenced by such written confirmation;
provided, however, in the case of each and every facsimile transmission, in order for such
facsimile transmission to qualify as notice under this paragraph (c), the facsimile
transmission must be followed by promptly mailing a copy of such notice to the party to
whom the facsimile transmission was addressed. Any party may change its address for
notice by written notice given in accordance with the foregoing provisions.
Representations and Warranties - MicroNet further represents and warrants that:
(i). It is, and will continue to be throughout the term of this Agreement, a corporation
duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation;
(ii) It has, and will continue to have throughout the term of this Agreement, all
requisite power and authority, corporate or otherwise, and all material governmental
or other authorizations, approvals, permits, licenses or consents to conduct its
business and to execute and deliver this Agreement, and to perform all its
responsibilities and obligations under this Agreement.
(iii)This Agreement has been duly authorized, executed and delivered by it, and this
Agreement constitutes the valid and legally binding obligation of it, enforceable
against it in accordance with its terms.
Arbitration - The parties agree to submit all controversies, claims and matters of
difference arising out of or relating to this Agreement to arbitration in Los Angeles
County, California in accordance with the Commercial Arbitration Rules of the American
Arbitration Association from time to time in effect.
Assignment - Neither party may assign this Agreement or any right or obligation
hereunder, either in whole or in part, without the prior written consent of the other. This
Agreement will inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.
Entire Agreement; Modification - This Agreement contains the entire understanding
between the parties with respect to the subject matter hereof. There are no promises or
other agreements oral or written expressed or implied between them with respect to the
subject matter hereof other than as set forth in this Agreement. No change to,
modification of or waiver under this Agreement will be valid unless it is in writing and
executed by both parties.
Severability - If any provision of this Agreement will be determined to be invalid or
unenforceable, the remaining provisions of this Agreement will not be affected thereby.
Waiver - The failure of either party to enforce any provision of this Agreement will not
be deemed or construed to be a waiver of such provision, nor to affect in any way the
validity of this Agreement or any provision hereof or the right of either party thereafter to
enforce each and every provision of this Agreement. No waiver of any breach of any
provision of this Agreement will be construed or deemed to be a waiver of any other or
Headings - Section headings used in this Agreement have been inserted for convenience
only and will not limit or affect the meaning or interpretation of any of the terms or
provisions of this Agreement.
Counterparts - This Agreement may be executed in several counterparts, and as executed
will constitute one agreement, binding on all of the parties hereto.
Governing Law; Jurisdiction - This Agreement shall be governed by, and construed and
enforced in accordance with, the substantive laws of the State of California as applied to
agreements made in such State, without regard for choice of law principles. Each party
consents to jurisdiction and service of process within California for any action or
proceeding arising under this Agreement, and venue in any such action will lie in Los
Angeles County, California.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be
executed as of the date first set forth above.
Agent For MicroNet:
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