Legal Intellectual Property Licensing Agreement
This Intellectual Property Licensing Agreement (the “Agreement”) is entered into on this day of [Month, Day, Year], by and between [Your Company Name], a corporation with its principal place of business at [Your Company Address], represented by its [CEO] ("Service Provider"), and [Your Client/Subscriber/User Name], of [Client Address] ("Client"). Both Service Provider and Client may be referred to collectively as the "Parties".
1. Background
The Licensor is the owner of certain intellectual property rights, including but not limited to [patents, trademarks, and copyrights], as listed in Exhibit A attached hereto (the "Intellectual Property").
The Licensee desires to obtain a license to use the Intellectual Property, and the Licensor is willing to grant such a license subject to the terms and conditions set forth herein.
2. Grant of License
Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a [non-exclusive/exclusive] license to use the Intellectual Property solely for the purposes of [manufacturing, marketing, and distribution] within the United States.
3. License Fees and Royalties
In consideration for the license granted herein, the Licensee shall pay the Licensor [a one-time upfront fee] as set forth in Exhibit B attached hereto.
4. Term and Termination
(a) This Agreement shall commence on the Effective Date and shall continue for a period of [one year] unless earlier terminated as provided herein.
(b) Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [30 days] after receiving written notice thereof.
5. Ownership of Intellectual Property
The Licensee acknowledges and agrees that the Intellectual Property and all rights therein are and shall remain the exclusive property of the Licensor. Nothing in this Agreement shall be construed to convey to the Licensee any ownership interest in the Intellectual Property.
6. Confidentiality
The parties agree to maintain the confidentiality of any proprietary information disclosed pursuant to this Agreement and to use such information solely for the purposes of performing their obligations hereunder.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [California], without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Los Angeles County], [California].
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Your Company Name]
By:
[CEO]
[Month, Day, Year]
[Your Client / Subscriber / User Name]
By:
[ President]
[Month, Day, Year]
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