NON-EXCLUSIVE LICENSE AGREEMENT
This Agreement made as of the ___ day of ____________, ________ between LICENSOR (the
“Licensor”) and LICENSEE (the “Licensee”).
WHEREAS the Licensor is the owner of Letters Patent No. , issued on the _ day of
, _____ , for an invention entitled ;
In consideration of the premises and of the mutual covenants herein contained, together with other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Grant of License
The Licensor gives and grants to the Licensee a non-exclusive license to practice that portion of the
inventions claimed in Letters Patent No. , which relates to or uses:
(description of inventions) (the “Licensed Inventions”)
In consideration of payment of the license fee of $________, the Licensor hereby grants and the Licensee
hereby accepts a world-wide, non-exclusive, non-transferable and royalty-free license to use, possess and
sub-license the Letters Patent in accordance with this agreement; provided, however:
A. The Licensee may copy, modify, distribute and sublicense the Licensed Inventions, and prepare
derivative works of the Licensed Inventions. The Licensee expressly agrees to comply with the
export control laws and regulations of ______________________.
B. The Licensee acknowledges receipt of a copy of the Licensed Inventions in source code format.
C. The Licensee acknowledges that the Licensed Inventions contain trade secrets of the Licensor.
The Licensee may not disclose the source code for the Licensed Inventions, except pursuant to a
written non-disclosure agreement.
D. The License granted in this Agreement is perpetual; provided, the Licensee adheres to the
provisions of this Agreement.
E. This License does not give the Licensee title or any other rights in the Licensed Inventions, except
as expressly set forth in this Agreement. All rights not expressly granted to the Licensee remain
in the Licensor.
F. The Licensed Inventions are provided to the Licensee “AS IS” and without warranty. THE
LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
G. The Licensor shall give the Licensee written notice and thirty (30) days to rectify any breach by