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International License Agreement

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International License Agreement Powered By Docstoc
					International License
Agreement
This agreement is between two parties whereby one party is granted a license to use
the intellectual property rights of the granting party. This agreement is designed for use
with international licenses, requiring the parties to specify the county of permitted use,
the currency to be used, import/export requirements, and more. This agreement is ideal
for individuals or small businesses that want to grant or receive a license to use
intellectual property rights internationally.
                        INTERNATIONAL LICENSE AGREEMENT

THIS INTERNATIONAL LICENSE AGREEMENT (hereinafter referred to as the
“Agreement”) is hereby made and entered as of ___________________ [Instructions: Insert
the date of this agreement] by and between ____________________ [Instructions: Insert the
Licensor’s name; this is the party granting the license] (hereinafter referred to as the
“Licensor”), of _______________________________________ [Instructions: Insert the
Licensor’s address] and ____________________ [Instructions: Insert the Licensee’s name;
this is the party obtaining the license] (hereinafter referred to as the “Licensee”), of
_________________________________. [Instructions: Insert the Licensee’s address]

WHEREAS, Licensor owns and/or controls certain intellectual property, as set forth in Exhibit
“A” attached hereto and incorporated by this reference (the “IP”);

WHEREAS, Licensee desires to license the use of the IP as set forth in Exhibit “A” (the
“Licensed Use”); and subject to the terms and conditions contained herein, Licensee desires to
grant such license.

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged by each party hereto, it is agreed as follows:

1.       GRANT OF RIGHTS

Licensor hereby grants to Licensee, during the Term and in the Territory of this Agreement, the
[Instructions: Choose one] exclusive /// non-exclusive right and license to utilize the IP in the
Licensed Use, solely as set forth in Exhibit “A”.

2.       RESERVATION OF RIGHTS

        a.      Licensee acknowledges and agrees that, with respect to the IP and the Licensed
Use thereof, during the Term and thereafter, on a world-wide basis, Licensor shall retain all now
known or hereafter known tangible and intangible (i) rights associated with works of authorship
including, without limitation, copyrights and moral rights (ii) rights associated with trademarks,
service marks, trade names and similar rights, (iii) trade secret rights, (iv) patents, designs,
algorithms and other industrial property rights, (v) rights in domain names; and (vi) all other
intellectual and industrial property rights of every kind and nature and however designated,
whether arising by operation of law, contract, license or otherwise, including all registrations,
applications, renewals, extensions, continuations, continuations-in-part, re-examinations,
divisions or reissues thereof in and to the IP and/or the Licensed Use thereof (the “IP Rights”).

        b.     Licensee, in its Licensed Use of the IP, shall take all reasonable measures to
protect Licensor’s IP Rights. In the event that Licensor has not registered the IP in any country
within the Territory, with Licensor’s prior written consent, at Licensor’s cost and expense,
Licensee may, acting as an agent of Licensor, register the IP, in Licensor’s name, with the
applicable jurisdiction’s governing body. Except as otherwise provided herein, Licensee is not




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granted any rights or licenses to any IP Rights with respect to any IP and/or the Licensed Use
thereof.

       c.      Without limiting any of Licensor’s other remedies, whether in law or equity,
Licensee acknowledges and agrees that Licensor shall have the right to injunctive relief, to
prevent and/or cure a breach or threatened breach of this Agreement by Licensee.

3.       ROYALTY PAYMENT AND ACCOUNTING

       a.       Provided Licensor fully performs all material obligations hereunder, and in full
consideration of all rights granted herein, Licensee shall pay or cause Licensor to be paid the
Royalties set forth in Exhibit “A”.

        b.     The Royalties owed to Licensor shall be calculated no less than four (4) times per
year, on or before March 31st, June 30th, September 30th and December 31st and shall be payable
no later than __________ (___) [Instructions: Insert the number of days after the calendar
quarter that royalty payments must be made] days after the end of the preceding calendar
quarter. With each royalty payment Licensee shall provide Licensor with a written royalty
statement.

       c.      All Royalty payments shall be calculated pursuant to the provisions of Exhibit
“A” hereof and payable in __________ [Instructions: Insert the Currency Type, e.g. “U.S.
Dollars”] (the “Currency”). In the event that that Licensee receives any receipts that are in a
currency other than the Currency, Licensee will calculate Royalties as if such receipts were
converted to the Currency on the last day of the calendar quarter in which the receipts were
received. Licensee will use the applicable currency exchange rate quoted in the Wall Street
Journal as of 3:00 PM Eastern Standard Time, for currency trading among banks in amounts of
One Million Dollars ($1,000,000) or more, on the last day of the applicable calendar quarter

        d.     Licensee shall keep accurate books of account governing all transactions relating
to the IP and the Licensed Use thereof. Licensor or Licensor’s duly authorized representative
shall have the right upon reasonable notice, not more frequently than once per statement or once
per calendar year, and at Licensor’s sole cost and expense to examine Licensee’s books of
account and records with respect to all sale, manufacture, and purchase relating to the IP and the
Licensed Use thereof at Licensee’s place of business where such books and records are usually
kept and to make reasonable extracts thereof. All accountings rendered hereunder shall be
binding upon Licensor and not subject to any objection by Licensor for any reason unless
specific written objection, stating the basis thereof, is furnished to Licensee within __________
(___) [Instructions: Insert the number of years that Licensor has to raise an objection to
Licensee’s accounting] years from the date rendered. Licensor shall be foreclosed from
maintaining any action, claim or proceeding against Licensee with respect to any statement or
accounting due hereunder unless commenced against me in a court of competent jurisdiction
within __________ (___) [Instructions: Insert the number of years that Licensor has to raise
an objection to Licensee’s accounting] years after the date such accounting is rendered.




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       e.      The Royalty payments shall constitute payment in full to Licensor, and to all
persons or entities deriving or claiming rights through Licensor.

4.       REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

        a.      Licensor represents and warrants to Licensee that: (i) Licensor owns and controls
one hundred percent (100%) of all rights, titles and interests (including but not limited to all
copyright) in and to the IP throughout the universe; (ii) Licensor has the exclusive, unconditional
right to enter into this Agreement, to convey the IP to Licensee, and grant the and the Licensed
Use herein; (iii) the IP and the and the Licensed Use thereof will not and will not infringe upon
or violate any copyright of, or infringe upon or violate the right of privacy or any other right of
any third party; and (iv) Licensor has no knowledge of any claim or potential claim by any party
which might in any way affect Licensee’s rights herein.

       b.      If any of the agreements, representations or warranties contained in this
Agreement are breached, in whole or in part, Licensor shall indemnify and hold Licensee
harmless from any and all damages, losses and costs (including, but not limited to, legal costs
and attorneys’ fees) resulting from any and all claims inconsistent with such agreements,
representations or warranties.

         c.       Licensee shall indemnify, defend and hold Licensor harmless of and from any and
all liability, loss, damage, claim or expense (including, but not limited to, reasonable attorneys’
fees and court costs) arising from or related to Licensee’s business, provided said claim is not
specifically related to the IP and/or the Licensed Use thereof.

5.       IMPORT; EXPORT; COMPLIANCE WITH LAWS

Licensee shall comply with all applicable foreign and domestic laws and regulations relating to
the importation or exportation of the IP and/or the Licensed Use thereof (“Export Laws”) and
relating to this Agreement. In addition to the foregoing, Licensee shall at all times maintain
those permits, licenses, registrations and authorizations that are required to be obtained and
maintained in order for Licensee to carry out its activities and meet its obligations hereunder in
accordance with all applicable laws and regulations. Licensee shall not knowingly import or
export or cause to be imported or exported, directly or indirectly, any technology licensed
hereunder to any country for which any governmental authority requires a license or other
government approval at the time of such import or export, without first obtaining the required
license or approval. Without limiting the generality of the foregoing, Licensee shall not, and
shall require its representatives not to, export, direct or transfer any IP or any Licensed Use
thereof, to any destination, person or entity restricted or prohibited by the Export Laws.

6.       MISCELLANEOUS

         a.     No failure by either party to perform any of its material obligations hereunder
shall be deemed a breach hereof, unless the non-breaching party has given written notice of such
failure to the breaching party, and the breaching party fails to cure such non-performance within
thirty (30) days after receipt of such notice (fifteen (15) days with respect to non-payment).



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        b.      All notices, statements and/or requests for approvals that either party hereto is
required or may desire to give to the other party shall be given in writing by addressing the same
to the other party at the addresses set forth above, or at such other address as may be designated
in a notice to the other party. Notices shall be made by personal delivery, courier, or by certified
U.S. mail, return receipt requested, postage prepaid. Notice shall be deemed given on the date of
delivery to the other party.

       c.     This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.

       d.     This Agreement has been written in the English language. It may be translated,
for convenience, into other languages. However, in the case of error or disagreement, the
executed English language version shall prevail.

       e.       In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

       f.      Any and all additions, deletions, or modification to this Agreement must be in
writing and signed by the parties or it shall have no effect and shall be void.

        g.      This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which consent will not be unreasonably withheld.

       h.       This Agreement shall be governed in accordance with the laws of the State of
_________________ [Instructions: Insert state’s or province’s laws that will govern this
agreement] Country of ___________________ [Instructions: Insert the country where the
state or province is located] applicable to agreements to be wholly performed therein, without
giving effect to its laws governing conflict of laws.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.

LICENSOR:                                                        LICENSEE:
__________ [Instructions: Insert name]                           __________ [Instructions: Insert name]



__________________________                                       __________________________
Authorized Signatory                                             Authorized Signatory




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                                                   EXHIBIT “A”

1.      Term. __________ (___) [Instructions: Insert the number of years that licensed use of
the IP is granted] years (the “Term”).

2.      Territory. _______________________ [Instructions: Insert what countries licensed
use of the IP is granted] (the “Territory”)

3.       IP.

IP                             Description                    Registration Number    Country of Origin
“__________”                   __________                     __________             __________
[Instruction: Insert           [Instruction:                  Instruction: Insert    Instruction: Insert
Title of IP]                   Describe the IP]               Copyright, Patent or   Country]
                                                              Trademark Reg No.]




4.       Licensed Use.

       a.      Licensee shall have the [Instructions: Choose one] exclusive /// non-exclusive
right and license to utilize the IP in ______________________ [Instructions: Insert what
rights licensee has regarding the use of the IP] during the Term and in the Territory (the
“Licensed Use”). The Licensed Use shall include the right to

                 i.         _________________ [Instructions: Insert any ancillary rights granted]

                ii.         _________________ [Instructions: Insert any ancillary rights granted]

               iii.         _________________ [Instructions: Insert any ancillary rights granted]

       b.      Prior to exploiting the Licensed Use, Licensee shall provide Licensor with a proof
and/or sample for prior written approval. In the event that Licensor fails to provide Licensee
with written approval within ten (10) days following Licensor’s receipt of the proof and/or
sample, the use shall be deemed [Instructions: Choose one] approved /// denied by Licensor.

5.      Royalties. Licensee shall pay to Licensor an amount equal to __________ percent
(___%) [Instruction: Insert the percentage of Licensee’s net receipts the Licensor will
receive as a royalty] of Licensee’s Net Receipts. For purposes hereof, “Net Receipts” shall
mean the gross invoice amount of monies actually received by Licensee in connection with
Licensee’s exploitation of the Licensed Use, less all taxes paid (including but not limited to
sales, use, receipts, income, excise, remittance and VAT), duties, customs and imports, credits,
discounts, refunds, allowances, adjustments, returns, and costs incurred by Licensee in
connection with Licensee’s exploitation of the IP, including distribution costs, manufacturing
costs, reasonable overhead costs, legal fees and collection costs.


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DOCUMENT INFO
Description: This agreement is between two parties whereby one party is granted a license to use the intellectual property rights of the granting party. This agreement is designed for use with international licenses, requiring the parties to specify the county of permitted use, the currency to be used, import/export requirements, and more. This agreement is ideal for individuals or small businesses that want to grant or receive a license to use intellectual property rights internationally.