Architecture Licensing Agreement
Architecture Licensing Agreement
This Architecture Licensing Agreement ("Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], a [State/Country] corporation with its principal place of business at [Your Company Address] ("Licensor"), and [Licensee Name], a [State/Country] corporation with its principal place of business at [Licensee Address] ("Licensee"). Licensor and Licensee are collectively referred to herein as the "Parties" and individually as a "Party."
WHEREAS, Licensor is the owner of certain proprietary architecture designs, plans, and related intellectual property ("Licensed Materials");
WHEREAS, Licensee desires to obtain a license to use the Licensed Materials in accordance with the terms and conditions set forth in this Agreement;
WHEREAS, Licensor agrees to grant Licensee a license to use the Licensed Materials pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
I. Grant of License
A. Scope of License: Licensor grants to Licensee a non-exclusive license to use the Licensed Materials solely for the purpose of developing and constructing architectural projects within the territory of [Territory].
B. License Type: The license granted herein is non-transferable and non-sublicensable.
C. Territory: The license is valid only within the geographical boundaries of [Territory].
D. Duration: The license is granted for a period of five (5) years from the Effective Date, unless terminated earlier in accordance with the terms of this Agreement.
II. License Fees and Payments
A. One-Time License Fee: Licensee shall pay Licensor a one-time license fee of $50,000 upon execution of this Agreement.
B. Recurring Fee: Licensee shall pay Licensor a recurring fee of $5,000 on a quarterly basis. Payments are due on the first day of each quarter.
C. Payment Terms: All payments must be made within thirty (30) days of receiving an invoice from Licensor. Payments must be made in US dollars.
D. Taxes and Duties: Licensee is responsible for all taxes, duties, and charges imposed by any governmental authority related to the license granted herein.
E. Late Payment Penalties: Any payment not made within thirty (30) days of the due date shall incur a late fee of 1.5% per month on the outstanding amount.
III. Intellectual Property Rights
A. Ownership: Licensor retains all rights, title, and interest in and to the Licensed Materials, including all intellectual property rights.
B. Use of Trademarks and Logos: Licensee may use Licensor's trademarks and logos only with prior written consent from Licensor and in accordance with Licensor's brand guidelines.
C. Protection of IP: Licensee shall take all necessary steps to protect Licensor's intellectual property rights in the Licensed Materials.
D. Infringement Procedures: Licensee shall promptly notify Licensor of any suspected infringement of the Licensed Materials. Licensor shall have the sole right to determine the course of action to be taken in response to such infringement.
IV. Responsibilities of the Licensor
A. Delivery of Licensed Materials: Licensor shall deliver the Licensed Materials to Licensee within ten (10) business days of the Effective Date.
B. Support and Maintenance: Licensor shall provide support and maintenance for the Licensed Materials as specified in Appendix C, including regular updates and upgrades.
C. Updates and Upgrades: Licensor shall provide Licensee with all updates and upgrades to the Licensed Materials at no additional cost during the term of this Agreement.
D. Warranties and Representations: Licensor warrants that the Licensed Materials do not infringe upon any third-party intellectual property rights and that they are free from material defects.
V. Responsibilities of the Licensee
A. Compliance with Terms: Licensee shall comply with all terms and conditions of this Agreement.
B. Restrictions on Use: Licensee shall not use the Licensed Materials for any purpose other than as specified in this Agreement. Unauthorized use may result in termination of the license.
C. Record Keeping and Reporting: Licensee shall maintain accurate records of its use of the Licensed Materials and provide quarterly reports to Licensor.
D. Confidentiality: Licensee shall keep all Licensed Materials confidential and shall not disclose them to any third party without Licensor's prior written consent.
VI. Quality Control
A. Standards and Specifications: Licensee agrees to adhere to the quality standards and specifications set forth in Appendix D.
B. Inspection and Testing: Licensor reserves the right to inspect and test the Licensed Materials used by Licensee at any time, with ten (10) business days' notice.
C. Non-Compliance Procedures: In the event of non-compliance with quality standards, Licensee shall take corrective actions as detailed in Appendix D within thirty (30) days of notification by Licensor.
VII. Confidentiality and Data Protection
A. Definition of Confidential Information: Confidential information includes any non-public information disclosed by one Party to the other Party under this Agreement.
B. Obligations of Confidentiality: Both Parties agree to maintain the confidentiality of any confidential information disclosed during the term of this Agreement.
C. Data Protection Requirements: Licensee shall comply with all applicable data protection laws and regulations, including implementing appropriate security measures to protect any personal data.
D. Exceptions: Confidential information does not include information that is publicly known, already known to the recipient, independently developed, or lawfully disclosed by a third party.
VIII. Indemnification and Liability
A. Indemnification by Licensee: Licensee agrees to indemnify and hold Licensor harmless from any claims arising out of Licensee's use of the Licensed Materials.
B. Indemnification by Licensor: Licensor agrees to indemnify and hold Licensee harmless from any claims that the Licensed Materials infringe upon any third-party intellectual property rights.
C. Limitation of Liability: Licensor's liability under this Agreement shall be limited to the amount of the license fees paid by Licensee.
D. Insurance Requirements: Licensee shall maintain adequate insurance coverage to cover its indemnification obligations under this Agreement.
IX. Termination
A. Termination by Licensor: Licensor may terminate this Agreement with thirty (30) days' written notice if Licensee materially breaches any term of this Agreement and fails to cure such breach within the notice period.
B. Termination by Licensee: Licensee may terminate this Agreement with thirty (30) days' written notice if Licensor materially breaches any term of this Agreement and fails to cure such breach within the notice period.
C. Effects of Termination: Upon termination, Licensee shall cease all use of the Licensed Materials and return or destroy all copies in its possession.
D. Survival of Obligations: The obligations of confidentiality, indemnification, and any other provisions that by their nature should survive termination shall remain in effect after the termination of this Agreement.
X. Dispute Resolution
A. Negotiation and Mediation: The Parties agree to attempt to resolve any disputes arising out of this Agreement through good faith negotiations and mediation.
B. Arbitration: If the Parties cannot resolve the dispute within sixty (60) days, the dispute shall be submitted to arbitration in [Jurisdiction] in accordance with the rules of the [Arbitration Organization].
C. Jurisdiction and Venue: Any arbitration proceedings shall be conducted in [Jurisdiction], and the award of the arbitrator shall be final and binding on both Parties.
XI. Miscellaneous Provisions
A. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.
B. Amendments and Modifications: Any amendments or modifications to this Agreement must be in writing and signed by both Parties.
C. Assignment and Sub-Licensing: Licensee may not assign or sublicense its rights under this Agreement without the prior written consent of Licensor.
D. Notices: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by email with confirmation of receipt.
E. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
F. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
G. Force Majeure: Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, and natural disasters.
Signatures
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Licensor
[Name]
[Date]
Licensee
[Name]
[Date]
