Manufacturing _ Distribution License Agreement by preetieboler

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									         Dated _____ day of _________ 20....




                         Between



                   Founder/Inventor


                             and


                    The Licensor
                  (Co. No. ..............)


                             and


                    The Licensee
               (Co. No. .......................)




MANUFACTURING AND DISTRIBUTION LICENCE
            AGREEMENT
THIS DEED is made the ____ day of _________ 20..........................

Between

             ......................................................... (hereinafter referred to as the “Inventor”) an
             individual residing at .............................................

and

             ......................................................................... (hereinafter referred to as the
             “Licensor”)
and
             .......................................................................... (hereinafter referred to as the
             “Licensee”)

WHEREAS the Inventor is engaged in the research, development, designing and engineering
of the Licensed Property.

WHEREAS the Licensor is the registered and beneficial owner of the Licensed Property and
is has exclusive rights, title and interest and goodwill in the Licensed Property.


WHEREAS At the request of the Licensee, Licensor has agreed to grant a license for the
territory of ................ to the Licensee to exploit the Licensed Property for the purposes of
manufacturing, selling and otherwise dealing with the Licensed Property and to obtain
consultancy services from the Inventor on the terms and conditions set out in this Agreement.


NOW IT IS HEREBY AGREED as follows:

1.0          Interpretation
1.1 Definitions

In this Agreement unless the context otherwise requires:

(a)         “Agreement” means this Licence Agreement
(b)         “Intellectual Property” means, in respect of the Invention, any of the rights,
            information, property and things set out below as follows:
      (i)       intellectual or industrial property including, but not limited to, any product or
                discovery, manner, method or process of manufacture, method or principle of
                construction, computer program, algorithm, integrated circuit, circuit layout or
                semiconductor chip layout or design, software, source code, plan, model, drawing,
                pattern or design, or scientific, technical or engineering information or document,
                or any other right subsisting or available under the relevant patent laws;
      (ii)      improvement, modification or development of anything referred to in paragraph
                (i);
      (iii)     patent, application for a patent, right to apply for a patent or similar rights for or in
                respect of anything referred to in paragraphs (i) or (ii), the priority date claimed in



                                                                                                                          2
             respect of any application for a patent and all the goodwill pertaining to those
             patents, including but not limited to the Patents;
      (iv)   trade secret, know-how, confidential information or right of secrecy or
             confidentiality for or in respect of anything referred to in paragraphs (i) or (ii);
      (v)    copyright or other rights in the nature of copyright for or in respect of anything
             referred to in paragraphs (i), (ii), (iii) or (iv);
      (vi)   registered or unregistered trademark, application for a trademark, right to apply for
             a trademark or similar rights for or in respect of anything referred to in paragraphs
             (i) or (ii), all the goodwill pertaining to those trademarks and the copyright in
             them;
      (vii) any eligible layout rights or similar rights in any integrated circuits or circuit
             layouts for or in respect of anything referred to in paragraphs (i), (ii), (iii), or (iv);
      (viii) any registered design, application for a registration of a design, right to apply for
             registration of a design or similar rights for or in respect of anything referred to in
             paragraphs (i) to (vii) inclusive and the goodwill pertaining to those designs; and
      (ix)   any intellectual property in addition to the above which falls within the definition
             contained in the World Intellectual Property Organisation convention of July 1987,
             the General Deed on Trade and Tariffs (GATT), Trade Related Aspects of
             Intellectual Property Rights (TRIPS) or any other international agreement or
             convention in relation to intellectual property.
(c)      “Licensed Property” means any finished product manufactured and produced by the
         Licensee or its sub-licensee in accordance to or within the claims of the description or
         specifications of the Invention, Intellectual Property and the Licensee’s Improvements
         for the South East Asian region.
(d)      “Licensee’s Improvements” means all technical information (including patentable
         inventions and trade secrets in so far as they originate with Licensee or are acquired
         by Licensee before Licensor knows them) in any way relating to the Licensed
         Property developed or acquired by the Licensee during the Term.
(e)      “Licensed Information” means all specifications, designs, details, models, drawings,
         plans, software, source codes, trade secrets and other information relating to the
         Licensed Property which are provided by or behalf of the Licensor to the Licensee.
(f)      “Invention” means the construction panel system that is the subject matter of a
         Provisional Patent Application specified in Schedule 1 or any construction system
         which utilises, in whole or in part, the Intellectual Property.
(g)      ........................................... means any physical embodiment of the Invention suitable
         for use in construction in accordance with the purposes for which the Invention was
         designed
(h)      ............................................ means one square metre of ..........................
(i)      “Patents” means all existing and future patents and applications filed by or on behalf
         of the Licensor in any jurisdiction in relation to the Invention and any improvement,
         modification and enhancement thereof as expressed in Schedule 1herein.
(j)      “Term” means that period of time commencing on the date of this Agreement, and
         terminating no earlier than ten years from the date of the Agreement, but for a period
         to be mutually determined in due course.



								
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