International Licensing Agreement

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International Licensing Agreement Powered By Docstoc
					                           International Licensing Agreement

Agreement made on the (date), between (Name of Licensee), a corporation organized
and existing under the laws of the state of (name of state), with its principal office
located at (street address, city, state, zip code), referred to herein as Licensee, and
(Name of Licensor), a corporation organized and existing under the laws of the state of
(name of state), with its principal office located at (street address, city, state, zip code),
referred to herein as Licensor.

Whereas, Licensor is the owner of validly issued and subsisting patents relating to the
manufacture of (Type of Product), which patents are registered in the United States of
America and (Name of Foreign Country) bearing the registration numbers and
descriptions as set forth in Exhibit A attached hereto and made a part hereof;

Whereas, Licensee desires to obtain a nonexclusive license to practice the art
described in the Patents and to use the Know-how (which Licensor owns) in connection
with the Patents, and Licensor desires to grant these licenses to Licensee on terms and
conditions acceptable to the parties; and

Whereas, the quality of the goods manufactured by the Licensee pursuant to this
Agreement and the maintenance of the Know-how in confidence are material conditions
of this Agreement and Licensor's grant of the licenses contained in this Agreement;

Now, therefore, for and in consideration of the matters described above, and of the
mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

1.      Grant of Rights. Licensor grants Licensee the nonexclusive license to
manufacture, use, and sell (type of product) as described in the Patents
within (description of territory) (the Territory) and to use the Know-how in the
manufacture, use, and sale of (type of product) within the Territory, subject to the terms
and conditions set forth in this Agreement. Nothing in this Agreement should be
construed to prohibit the granting of other or similar licenses to any person or entity
within the Territory or to prohibit the Licensor from manufacturing, using, or selling (type
of product) within the Territory. Licensee may not manufacture, use, or sell (type of
product) produced pursuant to the license granted by this Section for use, sale, or
resale outside of the Territory. If Licensor develops or discovers modifications to or
improvements in the technology embodied in the Patents and Know-how that it deems
in its sole discretion to be useful to the Licensee's use of the rights granted by this
Section (the Improvements), Licensor promptly must disclose the Improvements to
Licensee in writing and offer a license to use the Improvements upon the terms and
conditions set forth in this Agreement.
2.      Grant back to Licensor. Licensee grants to Licensor a nonexclusive, royalty-
free license to use any modification to or improvement in any technology used by
Licensee pursuant to this Agreement and promptly to disclose all such modifications
and improvements to Licensor.

3.      Warranties by Licensor. Licensor warrants and represents that it is the sole
owner of the Patents, that the Patents are validly issued and in effect, that to its
knowledge no claim has been made contesting the validity of any of the Patents, and
that the practice of the art disclosed in the Patents will not constitute an infringement of
the rights of any third party. Licensor indemnifies and holds Licensee harmless against
any loss, damage, or claim, including reasonable attorney fees, arising from or relating
to any breach of the warranties contained in this Section. Licensor reserves the right to
control the defense of any resulting suit or claim, including without limitation the right to
choose counsel and to settle and dispose of the suit or claim as it deems appropriate in
its sole discretion.

4.     Royalties. In consideration of the rights granted in this Agreement, Licensee will
pay to the Licensor the following:

       A.    Initial Payment. Licensee will pay to Licensor U. S. $_________ upon the
       execution of this Agreement.

       B.   Periodic Royalties. Licensee will pay to Licensor United States
       $_________ on the first day of each month during any term of this Agreement.

       C.      Additional Royalties. Licensee will pay to Licensor on the first day of
       each month during any term of this Agreement a sum equal to _____% of the
       gross revenues obtained by Licensee during the preceding month from (i) the
       sale, lease, or other disposition of any good or article manufactured by Licensee
       pursuant to this Agreement; and (ii) the provision of technical, advisory, design,
       or development services to Licensee's customers in connection with any good or
       article manufactured pursuant to this Agreement. As used in this Section, the
       term gross revenue means the total of all consideration received by Licensee
       without deduction or allowance for any item of cost or expense.

       D.     Currency. All payments required by this Agreement must be made in
       United States dollars and be delivered for deposit to the account or accounts
       specified from time to time by Licensor.

       E.     Access to Records. Licensee will maintain records of (i) the
manufacture, lease, sale, or other disposition of all goods and articles manufactured
pursuant to this Agreement; and (ii) the provision of technical, advisory, design, or
development services to Licensee's customers in connection with any good or article
manufactured pursuant to this Agreement. These records must be accurately
maintained and conform to all generally accepted accounting standards. Licensee will
permit access by Licensor to all these records during normal business hours. If Licensor
discovers that the records have not been maintained or are not accurate or that
Licensee has failed to make payment of any royalties required by the Agreement as
shown by the records, Licensee shall reimburse Licensor for the cost of reviewing the
records, including reimbursement of all reasonable accountant and attorney fees.

5.      Technical Assistance. Licensor will provide, at Licensee's sole expense,
sufficient technical assistance to enable Licensee to manufacture (type of product).

6.      Confidentiality. Licensee acknowledges and agrees that all Know-how and
other manufacturing, sales, marketing, technical, and other information disclosed to it by
Licensor is confidential and proprietary to Licensor (the Confidential Information) and
acknowledges that the unauthorized disclosure of any of the Con
				
DOCUMENT INFO
Description: A licensing agreement is a contract between two parties, known as the licensor and the licensee. In a typical licensing agreement, the licensor grants the licensee the right to produce and sell goods, apply a brand name or trademark, or use patented technology owned by the licensor. In exchange, the licensee usually submits to a series of conditions regarding the use of the licensor's property and agrees to make payments known as royalties.
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PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),