Law Firm Licensing Agreement
This Licensing Agreement ("Agreement") is made effective as of [Month Day, Year], by and between [Your Company Name] ("Licensor"), a corporation with its principal place of business located at [Your Company Address], and [Your Partner Company Name] ("Licensee"), a corporation, with its principal place of business located at [Your Partner Company Address].
1. Grant of License
1.1. Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the specified software, technology, or intellectual property (collectively, "Licensed Material") solely for commercial purposes within the territory of the United States.
1.2. Licensee is prohibited from sublicensing, selling, or otherwise transferring the Licensed Material to any third party without prior written consent from Licensor.
2. Term
The term of this Agreement commences on [Month Day, Year] and will continue in effect until [Month Day, Year], unless terminated earlier according to the provisions contained herein.
3. Royalties
3.1. Licensee shall pay Licensor a royalty of five (5) percent of net sales generated from the use of the Licensed Material, payable quarterly.
3.2. Licensee agrees to provide quarterly sales reports alongside royalty payments, detailing the sales figures and calculation of royalties due.
4. Intellectual Property Rights
4.1. Licensor is the sole owner of the Licensed Material and retains all rights, title, and interest in and to the Licensed Material, except for the rights expressly granted to the Licensee in this Agreement.
4.2. Licensor warrants that the Licensed Material does not infringe upon the intellectual property rights of any third party and agrees to indemnify Licensee against any losses or damages that may arise from claims of such infringement.
5. Confidentiality
5.1. Any information, regardless of whether it is marked as "confidential," disclosed by Licensor to Licensee under this Agreement, shall be treated as confidential.
5.2. Licensee agrees to keep this information confidential and to not disclose it to any third party without the prior written consent of Licensor. This confidentiality obligation shall survive the termination of this Agreement.
6. Termination
6.1. Either party may terminate this Agreement with thirty (30) days' written notice to the other party.
6.2. Upon termination, all rights and licenses granted to Licensee under this Agreement will immediately cease. Licensee must immediately cease all use of Licensed Material and return or destroy all copies of the Licensed Material in its possession.
7. General Provisions
7.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of conflict of laws principles.
7.2. Any disputes arising under or in connection with this Agreement shall be resolved in the federal or state courts located in which the Licensor's principal place of business is located, and the parties consent to exclusive jurisdiction and venue in such courts.
IN WITNESS WHEREOF, the parties have executed this Licensing Agreement as of the date first above written.
[Your Company Name]:
[Your Name]
[Job Title]
[Month Day, Year]
[Your Partner Company Name]:
[Name]
[Job Title]
[Month Day, Year]
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