INTELLECTUAL PROPERTY LICENCE AGREEMENT
THIS AGREEMENT made effective as of the _____ day of ______________, _______.
[NAME OF LICENSOR]
- and -
[NAME OF LICENSEE]
WHEREAS the Licensor is the owner of certain intellectual property, particulars of which are set
forth in Schedule “A” (the “Intellectual Property”);
AND WHEREAS the Licensee desires the right to use the Intellectual Property for the purpose(s) of
___________________________ (the "Purpose") [describe];
NOW THEREFORE IN CONSIDERATION of the premises and of the mutual covenants set out
together with other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
Article I - Interpretation
In this Agreement, unless the context otherwise requires, the following words and phrases shall have
the following meanings:
(a) "Agreement" means this agreement.
(b) "Effective Date" means the _____ day of ______________, _______.
(c) "Intellectual Property" means all the Intellectual Property described in Schedule A to this
(d) "Licence" means the non-exclusive licence to use the Intellectual Property, as set out in Article
II of this Agreement.
(e) "Purchase and Sale Agreement" means the Purchase and Sale Agreement for the Intellectual
Property between Licensor and Licensee dated the _____ day of ______________, _______.
(f) "Purpose" means _______________________.
(g) "Term" means the term of this Agreement, as set out in Article III.
The division of this Agreement into Articles and Sections and the insertion in this Agreement of
headings are for convenience of reference only and shall not affect the construction or interpretation
of this Agreement. Words importing the singular number include the plural and vice versa and
words importing the masculine gender include the feminine and neuter genders.
Article II - Licence
2.1 In consideration for Licensee having agreed to enter into the Purchase and Sale Agreement
with Licensor, and provided that Licensee delivers the Intellectual Property to Licensor in accordance
with the Purchase and Sale Agreement, Licensor grants to Licensee during the Term hereof a royalty-
free, non-exclusive, non-transferable licence to use the Intellectual Property to the extent necessary to
fulfil the Purpose.
2.2 The Licence is at all times subject to all limitations, restrictions and other defects ("Defects")
that existed in Licensee's title or interest in or to, or rights in respect of, the Intellectual Property prior
to the transfer of the Intellectual Property to Licensor under the Purchase and Sale Agreement.
Licensor shall have no liability whatsoever to Licensee for any failure to comply with its obligations
under this Agreement if such failure arises out of or in connection with any Defect.
Article III - Term of Licence
3.1 The Licence shall commence on the Effective Date and shall continue in effect until
terminated in accordance with Article IV hereof, or such earlier date as the parties shall agree in
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