PATENT LICENSE 

_______________________, referred to as PATENT HOLDER, and
____________________, referred to as  LICENSEE agree: 

WHEREAS, PATENT HOLDER, is the owner of the following described 
patents: 

___________________________, Patent number: ___________________,
issued on __________________________

and, WHEREAS, 

LICENSEE desires to obtain a non-exclusive license to use the 
patent, IT IS AGREED: 

That PATENT HOLDER grants to LICENSEE the non-exclusive right to 
manufacture, sell, and otherwise use and practice the above 
stated invention throughout the United States. This license shall 
apply to any extension or re-issue thereof.  

LICENSEE shall pay a royalty of ____ percent of the net selling
price of all products and goods in which the patents stated above 
are used. In the event that such products are used by the 
LICENSEE directly, or are disposed of in another manner than 
sale, the royalty shall be calculated on the customary price for 
similar goods. In the event that any products made under the 
license are sold to a corporation which is controlled by or is a 
subsidiary of, LICENSEE, the royalty shall be determined by the 
re-sale price. 

ROYALTIES shall be paid on a quarterly basis, with a report of 
sales and payment due no later than 15 days after the end of the 
quarter. LICENSEE shall permit PATENT HOLDER, and PATENT HOLDER's 
agents reasonable access to any and all of the records of 
LICENSEE related to the use of the patent and to royalties. Such 
accountings shall be deemed to be final if no objection or 
request for audit is received by the PUBLISHER within 1 year  
following settlement. In the event of a dispute, the parties 
shall appoint a disinterested certified public accountant to 
conduct an audit.  Each party may present argument or materials 
to the certified public accountant. The decision of the certified 
public accountant shall be final and may be entered as a judgment 
in any court with jurisdiction. The cost of the audit shall be 
paid by the prevailing party. In the event that the parties 
cannot agree on a disinterested certified public accountant, each 
party shall appoint a certified public accountant and the two 
shall appoint a third certified public accountant, and the 
majority of those persons shall appoint the single disinterested 
Certified Public Accountant. The expense of the panel of 
appointment shall be borne by each party equally. Interest at the 
highest legal rate shall accrue on any unpaid royalties. 

In the event of any improvement of the invention, these 
improvements shall be disclosed to the LICENSEE by PATENT HOLDER, 
and the LICENSEE shall have the right to use and practice the 
improvements. 


PATENT HOLDER shall provide reasonable cooperation and assistance 
to LICENSEE as to the practice and use of the patent.  

This license may not be assigned or transferred by LICENSEE 
except with the prior approval of PATENT HOLDER, which shall not 
be unreasonably withheld. 

Upon any default herein, the PATENT HOLDER may terminate this 
contract after 15 days notice of the breach. 

The LICENSEE shall notify PATENT HOLDER immediately as to any 
infringement of the patent of which LICENSEE may become aware of 
from time to time. 

Dated: ___________________ 




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