Legal Intellectual Property Consent Agreement
Intellectual Property Consent Agreement
This Legal Intellectual Property Consent Agreement ("Agreement") is made effective as of [Effective Date], by and between:
[Your Company Name], a company organized and existing under the laws of [Your Company Location], with its principal place of business located at [Your Company Address] ("Company"),
and
[Second Party], a company organized and existing under the laws of [Second Party Location], with its principal place of business located at [Second Party Address] ("Second Party").
Hereinafter, Company and Second Party may be referred to collectively as the "Parties" and individually as a "Party".
Background
[Your Company Name] and [Second Party] have entered into a business relationship wherein [Second Party] may access, use, or create intellectual property owned or controlled by [Your Company Name] ("Intellectual Property") in connection with [Brief Description of Purpose]. The Parties intend to establish the terms and conditions under which [Second Party] may use the Intellectual Property.
Agreement
In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Consent to Use of Intellectual Property
1.1 License Grant: Subject to the terms and conditions of this Agreement, [Your Company Name] hereby grants [Second Party] a non-exclusive, non-transferable, revocable license to use the Intellectual Property solely for the purpose of developing, promoting, and distributing [Product Name]. This license shall not be sublicensed, assigned, or transferred by [Second Party] without the prior written consent of [Your Company Name]. The scope of the license is limited to [specific details of permitted use].
1.2 Scope of Use: [Second Party] shall only use the Intellectual Property in accordance with the terms and conditions set forth in this Agreement and any additional guidelines provided by [Your Company Name]. [Second Party] agrees not to use the Intellectual Property for any purpose other than the stated purpose without obtaining prior written consent from [Your Company Name]. Any unauthorized use of the Intellectual Property shall constitute a material breach of this Agreement.
1.3 Ownership: [Second Party] acknowledges and agrees that [Your Company Name] is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property. Nothing in this Agreement shall be construed to transfer ownership of the Intellectual Property to [Second Party]. [Second Party] shall not contest or challenge [Your Company Name]'s ownership of the Intellectual Property during or after the term of this Agreement.
2. Protection of Intellectual Property
2.1 Confidentiality: [Second Party] agrees to keep the Intellectual Property confidential and to take all reasonable measures to prevent unauthorized access, use, or disclosure of the Intellectual Property. This obligation of confidentiality shall survive the termination of this Agreement. [Second Party] shall only disclose the Intellectual Property to its employees or contractors who have a need to know for the purpose of fulfilling [Second Party]'s obligations under this Agreement, and such employees or contractors shall be bound by confidentiality obligations at least as protective as those contained herein.
2.2 Trademark Usage: If the Intellectual Property includes trademarks or service marks owned by [Your Company Name], [Second Party] agrees to use such marks in accordance with [Your Company Name]'s trademark usage guidelines, if provided. [Second Party] shall not use the trademarks or service marks in any manner that is likely to cause confusion, mistake, or deception as to the source of the goods or services. Any goodwill generated by [Second Party]'s use of the trademarks or service marks shall inure solely to the benefit of [Your Company Name].
2.3 Notice of Infringement: [Second Party] agrees to promptly notify [Your Company Name] in writing of any known or suspected infringement or unauthorized use of the Intellectual Property. Such notice shall include all relevant details regarding the infringement or unauthorized use, and [Second Party] shall cooperate fully with [Your Company Name] in any enforcement actions related thereto.
3. Term and Termination
3.1 Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated as provided herein. The Parties anticipate that the Agreement will remain in effect for [anticipated duration], unless terminated earlier in accordance with this Section 3.
3.2 Termination: Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material provision of this Agreement and fails to cure such breach within [Number of Days] days of receiving written notice thereof. In addition to any other remedies available at law or in equity, [Your Company Name] may terminate this Agreement immediately upon written notice to [Second Party] if [Second Party] breaches any provision of this Agreement relating to confidentiality, intellectual property rights, or prohibited uses of the Intellectual Property.
3.3 Effects of Termination: Upon termination of this Agreement, [Second Party] shall immediately cease all use of the Intellectual Property and return or destroy all copies of the Intellectual Property in its possession or control. Notwithstanding the foregoing, any provisions of this Agreement that by their nature should survive termination (including, but not limited to, Sections 2 and 4) shall survive any termination or expiration of this Agreement.
4. Miscellaneous
4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your Company Location] without regard to its conflicts of law principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Your Company Location].
4.2 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. This Agreement may only be modified by a written instrument signed by both Parties.
4.3 Amendment: This Agreement may only be amended in writing and signed by both Parties. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of any subsequent breach of the same provision. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written.
[Your Company Name]
By: ________________________
Name: [Your Name]
Title: [Your Title]
Date: [Date]
[Second Party]
By: ________________________
Name: [Second Party Name]
Title: [Second Party Title]
Date: [Date]
