Free Legal Patent License Agreement Template
Legal Patent License Agreement
1. Introduction
This Legal Patent License Agreement (the "Agreement") is entered into as of January 1, 2050, by and between [Your Company Name], a corporation organized and existing under the laws of [Your State], with its principal office located at [Your Company Address] ("Licensor"), and [Licensee Company Name], a corporation organized and existing under the laws of [Licensee State], with its principal office located at [Licensee Address] ("Licensee").
The Agreement outlines the terms and conditions under which the Licensor grants the Licensee rights to use, sell, and offer products or services under certain patents owned by the Licensor. Both parties agree to abide by the terms set forth in this document to ensure the proper usage and protection of the patented technologies, while also defining the commercial and legal framework governing the Licensee’s use of the Licensed Patents.
2. Definitions
2.1. "Patent"
For the purposes of this Agreement, "Patent" refers to the patents listed in Exhibit A, attached hereto, which are owned by the Licensor. These patents represent the proprietary innovations and inventions developed by the Licensor, protected under applicable patent laws, and are the subject of the license granted herein.
2.2. "Licensed Patents"
"Licensed Patents" refers to the specific Patents that are granted to the Licensee under this Agreement, as detailed in Exhibit A. The Licensed Patents define the intellectual property rights that the Licensee is authorized to utilize, but only within the scope and conditions outlined in this Agreement.
2.3. "Field of Use"
"Field of Use" refers to the specific application or industry within which the Licensed Patents may be utilized, as defined in Exhibit B. The Field of Use serves to limit the Licensee’s ability to exploit the patents outside of the agreed-upon industry or application, ensuring that the Licensor’s intellectual property is protected and used appropriately within a defined market.
2.4. "Royalty"
"Royalty" refers to the payments made by the Licensee to the Licensor as compensation for the use of the Licensed Patents. Royalties are calculated based on the net sales of products or services that incorporate the Licensed Patents, as set forth in Section 5 of this Agreement. These payments ensure that the Licensor is fairly compensated for the commercialization of its intellectual property.
3. Grant of License
3.1. License Grant
Licensor hereby grants to Licensee a non-exclusive, worldwide, and royalty-bearing license to make, use, sell, and offer for sale products and services under the Licensed Patents within the Field of Use. This grant allows the Licensee to develop and commercialize products using the Licensed Patents, provided that the use remains within the agreed-upon Field of Use. However, this license does not preclude the Licensor from granting similar licenses to other parties.
3.2. Scope of License
The license granted herein is strictly limited to the Field of Use specified in Exhibit B. The Licensee does not have the right to exploit the Licensed Patents outside of this defined field, nor can the Licensee sublicense these rights without the express permission of the Licensor. This limitation is designed to protect the Licensor’s interests by ensuring that the Licensed Patents are utilized only for the intended purpose.
4. Term and Termination
4.1. Term
This Agreement shall commence on January 1, 2050, and shall continue in full force and effect for a period of fifteen (15) years, ending on December 31, 2064, unless terminated earlier in accordance with this Agreement. The term reflects the intended duration of the Licensee’s commercial use of the Licensed Patents, providing ample time for the Licensee to develop and market products.
4.2. Termination for Convenience
Either party may terminate this Agreement for any reason upon twelve (12) months' written notice to the other party. This provision allows for flexibility, ensuring that both the Licensor and Licensee retain the option to terminate the Agreement if commercial, strategic, or legal circumstances change.
4.3. Termination for Cause
This Agreement may be terminated immediately by either party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach. Termination for cause ensures that both parties adhere strictly to the obligations of this Agreement, with specific recourse available in the event of a material breach.
5. Royalties and Payments
5.1. Royalty Rate
Licensee agrees to pay Licensor a royalty of five percent (5%) of the net sales of products and services that incorporate the Licensed Patents. The royalty rate compensates the Licensor for the Licensee’s use of its patented technologies, while also incentivizing the Licensee to maximize the commercial potential of the Licensed Patents.
5.2. Payment Schedule
Royalties shall be paid quarterly, within thirty (30) days after the end of each calendar quarter. Payments for the quarter ending December 31 shall be made by January 31 of the following year. This ensures a regular and timely flow of payments to the Licensor, facilitating the financial aspects of the Agreement.
5.3. Reporting
Licensee shall provide Licensor with a written report detailing the net sales of products and services incorporating the Licensed Patents within thirty (30) days after the end of each calendar quarter. The reporting requirement allows the Licensor to verify the sales generated from its patented technologies and ensures transparency in royalty calculations.
5.4. Audit Rights
Licensor shall have the right to audit Licensee's books and records relevant to the computation of royalties, upon reasonable notice and during normal business hours, to ensure compliance with the terms of this Agreement. This clause grants the Licensor the ability to verify the accuracy of the royalty payments and to protect its financial interests.
6. Intellectual Property Rights
6.1. Ownership
All right, title, and interest in and to the Licensed Patents shall remain with Licensor. Licensee acknowledges that it shall not acquire any ownership interest in the Licensed Patents through this Agreement. The Licensor retains full control over its intellectual property, ensuring that its ownership rights are not compromised through the granting of the license.
6.2. Enforcement
Licensor shall have the sole right to enforce the Licensed Patents against infringement. Licensee agrees to cooperate with Licensor in any such enforcement action at Licensor's expense. This provision ensures that the Licensor retains full control over its intellectual property enforcement strategy, while also requiring cooperation from the Licensee to protect the Licensed Patents.
7. Confidentiality
7.1. Confidential Information
Both parties agree to keep confidential any non-public information received from the other party related to the Licensed Patents and the terms of this Agreement. This obligation to maintain confidentiality protects the sensitive business information of both parties, ensuring that proprietary information remains secure throughout the duration of the Agreement.
7.2. Duration
The obligations of confidentiality shall survive the termination of this Agreement for a period of five (5) years. Even after the conclusion of the Agreement, both parties remain bound by this confidentiality obligation, safeguarding the proprietary and financial information disclosed during the course of their relationship.
8. Indemnification
8.1. Indemnification by Licensee
Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, or liabilities arising out of Licensee's use of the Licensed Patents, including but not limited to claims of infringement by third parties. This indemnification protects the Licensor from potential legal risks associated with the Licensee's activities under the license.
8.2. Indemnification by Licensor
Licensor agrees to indemnify, defend, and hold harmless Licensee from any claims, damages, or liabilities arising out of the assertion that the Licensed Patents infringe any third-party intellectual property rights. This clause ensures that the Licensee is protected from liability arising from any third-party claims relating to the validity or ownership of the Licensed Patents.
9. Miscellaneous
9.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction, without regard to its conflict of laws principles. The governing law establishes the legal framework under which any disputes or legal matters related to this Agreement will be resolved.
9.2. Dispute Resolution
Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in [Arbitration Location], in accordance with the rules of the arbitration institution. Binding arbitration provides an efficient and effective means of resolving disputes, ensuring that both parties can avoid costly and prolonged litigation.
9.3. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. The entire agreement clause ensures that all previous discussions, negotiations, or agreements are fully integrated into this document.
9.4. Amendments
No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties. This ensures that any changes to the terms of the Agreement are properly documented and agreed to by both parties.
9.5. Notices
All notices under this Agreement shall be sent to the addresses specified above, or such other address as either party may designate in writing. Clear communication regarding the delivery of notices is essential for the efficient administration of the Agreement.
10. Exhibits
10.1. Exhibit A: List of Patents
Patent No. 1234567, "Innovative Widget Design," issued on June 15, 2049
Patent No. 2345678, "Advanced Widget Manufacturing Process," issued on August 22, 2049
10.2. Exhibit B: Field of Use
The Field of Use for the Licensed Patents is limited to the manufacture and sale of widgets for use in the automotive industry, including but not limited to vehicle components and accessories.
IN WITNESS WHEREOF, the Parties hereto have executed this Patent License Agreement as of the Effective Date first written above.
LICENSOR: [Your Company Name]
[Your Company Representative]
[Title]
[Date]
LICENSEE: [Licensee Name]
[Licensee Company Representative]
[Title]
[Date]
