Commercialization Agreement

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									This is an agreement where one party agrees to hire another party for the purpose of
promoting one or more products or services. It contains numerous standard provisions
that are commonly included in these types of agreements. This document has many
customizable options, such as the type of product or service to be promoted, royalties,
and which state law will govern the agreement. This agreement should be used by the
party offering promotion services or by the party who wishes to hire someone for
promotion services.
   Work Agreement: Promotional Services to be Performed
This Agreement is between ______________, an individual doing business at_______________
in the State of __________________hereafter Licensor and _______________, an individual
doing business at ______________________in the State of __________________hereafter
Licensee for a license to promote the production, promotion, distribution, and sale of
_________________ (“Product”)[Comment: insert name and description of product].

Except where it is otherwise stipulated in this agreement or where there are other requirements in
the context, the following terminology shall contain meanings as follows:

         (a)      Parties: Advertising Licensor and Licensee

         (b)      A party: Either Licensor or Licensee.

         (c)      A third party: Any party other than Licensor and Licensee.

         (d)      _______________________________________________

In consideration of the foregoing premises and the mutual covenants set forth in this agreement
and other valuable considerations, the parties agree as follows:

1. License: Licensor hereby grants Licensee a limited non-exclusive, non-transferable license to
use and sell Product during the term of this agreement Licensee agrees Product provided by
Licensor may be used for research purposes, field testing or__________________. All other
rights in and to the Product, including but not limited to all copyright and other intellectual
property rights relating to the Product are retained by Licensor.

2. Royalties: Licensee shall pay Licensor royalties on Product sold and distributed under this
agreement. The royalty will be _______% [Instruction: insert any number◊] of the gross
revenue based on sales of the Product sold and distributed by Licensee. Royalties shall be due on
a quarterly basis.

Upon request by Licensor, Licensee shall make available sufficient records to verify the amount
of Product sold and distributed during a particular quarter.

3. Compensation: Licensee shall make payment to Licensor pursuant to the royalties schedule
indicated in this agreement. Payment shall be sent via certified mail to the Licensor’s place of
business at the start of the quarter. Payment may be made via check/money order.

Untimely payments will be considered a material breach of this Agreement and will justify
termination by Licensor as set forth above.

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4. Term: The grant of this license is effective until it is terminated. The license is terminated
without notice from Licensor if at any time Licensee fails to comply with any of its terms of use
as stated in this agreement. Upon termination, Licensee must immediately cease all promotion,
distribution, and sale of Product.

Licensor further reserves the right to elect at a later date to revoke or amend the license granted
by this Agreement upon notice, sent to the address or contact information provided by Licensee.

5. Ownership of Intellectual Properties: Licensor warrants Product is the original product of
Licensor and/or it’s employees and no third party has rights or interest to product.

Unless specifically and expressly granted herein, no licenses or rights under either Party's
intellectual property rights are implied or granted in this Agreement. Each Party shall retain full
ownership of all its inventions and intellectual property.

If a Third Party makes a claim or allegation against a Party (or both Parties) that a Patent,
trademark, trade secret or other intangible right owned or licensed by it is infringed or
misappropriated by the manufacture, use or sale
of Product, the Parties shall immediately meet to discuss the matter and shall establish a plan for
a common defense of such claim or allegation.

The Parties shall cooperate and provide each other all reasonable assistance in defending against
any such claims, provided that each Party shall have the right to defend itself. The costs and
expenses of each Party in defending against any such action including but not limited to the
amount of any judgment, award, decree or settlement actually paid to such Third Party by a Party
will be deemed to shared by the parties, to the extent that such costs and expenses relate directly
to defense or settlement of claims or allegations concerning Product being made, used and sold
under this Agreement.

6. Non-Disclosure and Confidentiality: Except to the extent expressly authorized by this
Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement
and for ten (10) years thereafter, the Parties shall keep confidential and shall not publish or
otherwise disclose or use for any purpose other than as provided for in this Agreement any
information and other information and materials furnished to it by the other Party pursuant to this

7. Indemnification: Each party shall indemnify, assume the defense of, and hold harmless the
other party and its directors, officers, employees, and agents from every claim, loss, damage,
injury, expense (including attorney’s fees), judgment, and liability of every kind, nature, and
description arising in whole or in part from the indemnifying party’s negligent, fraudulent, or
illegal acts or omissions except, as to the party requesting indemnification, to the extent such
Liability results in whole or in part from the unauthorized, negligent, fraudulent, or illegal act or
omission of the party requesting indemnification.

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8. Amendments to License: This license may only be amended by a writing signed by Licensee
and authorized by Licensor.

9. Legal Disputes: This agreement shall be governed by the laws of the state of
________________. The parties waive any right to argue conflict of law principles. The Parties
agree that any claim or dispute between them or against any agent, employee, successor, or
assign of the other, whether related to this agreement or otherwise, and any claim or dispute
related to this agreement shall be first taken to arbitration. Any award of the arbitrator may be
entered as a judgment in any court of competent jurisdiction. Further, should either party,
successor or assign of either party bring leading proceedings in connection with this agreement
the party or parties prevailing in such proceeding shall be entitled to their reasonable attorney’s
fees and costs from the non-prevailing party in addition to any other such relief as may be

10. Non-Waiver: No failure or neglect of either party hereto in any instance to exercise any
right, power or privilege under this agreement or under applicable law shall constitute a waiver
of any other right, power or privilege in any other instance. All waivers by either party must be
in wiring and signed by the party to be charged.

11. Entire Agreement: This Agreement contains the entire agreement and understanding
between the parties and supersedes any prior or contemporaneous written or oral agreements,
representations and warranties between them respecting the subject matter of this Agreement.
This Agreement may be amended only by a writing signed by Licensee and by a duly authorized
representative of the Licensor. If any term, provision, covenant or condition of this Agreement,
or the application to any person, place or circumstance, shall be held to be invalid, unenforceable
or void, the remainder of this Agreement and such term, provision, covenant or condition as
applied to other persons, places and circumstances shall remain in full force and effect.

By signing this agreement the parties acknowledges they have read the entire agreement and
fully understand the terms, conditions and obligations of this agreement.

Licensee                                       Licensor

_____________________                                 ________________________
Authorized Signature                           Authorized Signature

_____________________                                   ________________________
Date                                           Date

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