License Contract
License Contract
1. Introduction
This License Contract ("Contract") is entered into on [Date of Execution] ("Effective Date") by and between [Your Company Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Your Company Address] ("Licensor"), and [Licensee's Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Licensee's Address] ("Licensee"). Licensor and Licensee may collectively be referred to as the "Parties" and individually as a "Party."
2. Purpose of the Contract
This Contract outlines the terms and conditions under which Licensor grants Licensee the right to use certain trademarks, copyrights, patents, or trade secrets owned or controlled by Licensor for the specific purpose of manufacturing, distributing, and marketing.
3. Grant of License
3.1 Description of Licensed Property
Licensor hereby grants to Licensee an exclusive license to use the following intellectual property ("Licensed Property"):
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Trademarks: ABC and XYZ
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Copyrights: Designs and promotional materials
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Patents: Manufacturing processes
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Trade secrets: Formulas and proprietary information
3.2 Scope of License
This license is exclusive and is limited to the purposes of manufacturing, distributing, and marketing the products specified herein.
3.3 Territory
The license granted herein is valid within the [Territory].
4. License Fees
4.1 Payment Terms:
The licensee shall pay the Licensor an annual license fee of $50,000, payable in quarterly installments of $12,500 each.
4.2 Royalties
The licensee shall pay the Licensor royalties in the amount of 5% of net sales revenue generated from the licensed products, payable monthly within 30 days of the end of each calendar month.
4.3 Late Payment Provisions
In the event of late payment, Licensee shall be liable for interest charges of 1.5% per month on the outstanding balance.
5. Term and Termination
5.1 Initial Term
This Contract shall commence on the Effective Date and shall continue for five (5) years ("Initial Term").
5.2 Renewal Options
Upon expiration of the Initial Term, The Licensee may renew this Contract for successive terms of three (3) years each, subject to mutual agreement between the Parties.
5.3 Grounds for Termination
Either Party may terminate this Contract upon material breach by the other Party, insolvency, or if the other Party fails to cure a breach within 30 days of receiving written notice thereof.
5.4 Notice Requirements
Termination shall be effective upon written notice provided by the terminating Party to the other Party with 30 days' prior notice.
6. Intellectual Property Rights
6.1 Ownership
The licensor retains all ownership rights to the Licensed Property.
6.2 Restrictions on Use
The Licensee shall not sublicense, transfer, modify, or create derivative works based on the Licensed Property without prior written consent from the Licensor.
6.3 Protection of Intellectual Property
The Licensee shall take reasonable measures to protect the confidentiality and integrity of the Licensed Property.
7. Warranties and Representations
7.1 Warranty of Ownership
The licensor warrants that it owns or has the necessary rights to grant the license herein.
7.2 Warranty of Non-Infringement
The Licensor warrants that the use of the Licensed Property as permitted under this Contract will not infringe upon the intellectual property rights of any third party.
7.3 Disclaimer of Other Warranties
Except as expressly provided herein, Licensor disclaims all other warranties, whether express or implied.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages
Neither Party shall be liable to the other for any consequential, incidental, indirect, or punitive damages arising out of or relating to this Contract.
8.2 Maximum Liability
The total liability of either Party under this Contract shall not exceed the total fees paid or payable hereunder.
9. Confidentiality
9.1 Obligations of Confidentiality
Each Party agrees to keep confidential all information disclosed by the other Party that is designated as confidential or that reasonably should be considered as confidential.
9.2 Exceptions
The obligations of confidentiality shall not apply to information that is already in the public domain or rightfully obtained from a third party without breach of any confidentiality obligation.
9.3 Duration of Confidentiality Obligations
The obligations of confidentiality shall survive the termination of this Contract for three (3) years.
10. Indemnification
10.1 Indemnification of Licensor
The Licensee agrees to indemnify, defend, and hold harmless the Licensor from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to the Licensee's use of the Licensed Property.
10.2 Indemnification of Licensee
Licensor agrees to indemnify, defend, and hold harmless Licensee from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to any breach of Licensor's representations and warranties herein.
11. Governing Law and Dispute Resolution
11.1 Choice of Law
This Contract shall be governed by and construed under the laws of [Jurisdiction].
11.2 Dispute Resolution Mechanism
Any dispute arising out of or in connection with this Contract shall be resolved through arbitration in [Location], under the rules of [Governing body].
11.3 Jurisdiction
The Parties hereby submit to the exclusive jurisdiction of the courts of [Jurisdiction] for the resolution of any disputes arising under this Contract
12. Miscellaneous
12.1 Entire Agreement Clause
This Contract constitutes the entire agreement between the Parties to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
12.2 Amendments
Any amendments to this Contract shall be in writing and signed by both Parties.
12.3 Severability
If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 Waiver
The failure of either Party to enforce any provision of this Contract shall not constitute a waiver of such provision or any other provision.
12.5 Counterparts
This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument.
13. Signatures
IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the Effective Date first above written.
[Licensee's Name]
[Date Signed]
[Your Name]
[Date Signed]
