Agreement effective this ____1_____ day of ______2______, 19 _3_, by and between__4_________________, whose address is _____5________________ (herein referred to as ΓÇ£LicensorΓÇ¥) and ______________6_______________, a corporation organized under the laws of the State of ________7_____________, whose address is______8____________ (hereinafter referred to as ΓÇ£Licensee).
WITNESSETH
WHEREAS, Licensor is the owner of U.S. Patent application Serial No. _____9_____ which covers ______10______ and may develop, acquire and obtain patents in the United States and foreign countries from time to time relating to the construction of such devices (hereinafter called "LicensorΓÇÖs Patent Rights");
WHEREAS, Licensor has developed a body of technical and design information relating to the construction and operating of ___10 __ (hereinafter called ΓÇ£LicensorΓÇÖs Technical and Design RightsΓÇ¥);
WHEREAS Licensor has now or shall develop certain proprietary rights in the name of "_____11_____" hereinafter called "LicensorΓÇÖs Name Rights"); and
WHEREAS, Licensee desires to obtain a license to manufacture and sell apparatus under LicensorΓÇÖs Patent Rights, LicensorΓÇÖs Technical and Design rights and LicensorΓÇÖs Name rights subject to the other terms and conditions of this agreement.
NOW, THEREFORE, in accordance with the premises and covenants herein contained, the parties hereto agree as follows:
1. Licensor hereby grants to Licensee an exclusive worldwide right and license under LicensorΓÇÖs Patent Rights and LicensorΓÇÖs Technical and Design rights to Manufacture and sell ______12_____ and to use LicensorΓÇÖs Name rights in respect thereto.
2. In consideration for the aforesaid license under paragraph 1 I hereof, licenses hereby agrees to pay licensor a royalty of five percent (5%) based upon the gross sales price of any apparatus manufactured and sold which utilizes licensorΓÇÖs Patent Rights, Technical and Design Information Rights and Name Rights.
3. Licensee shall have the right to extend sublicenses to others under the rights granted hereunder, including the use of the LicensorΓÇÖs Name Rights in motion pictures or publicity-oriented endeavors, so long as licensor shall receive from such sublicenses the royalty specified under paragraph 2 or, with respect to the use of the LicensorΓÇÖs Name Rights, an amount equal to five percent (5%) of the gross amount received from any sublicense.
4. Licensee agrees to maintain ordinary books of account covering all of its operations hereunder and to furnish to licensor on a quarterly calendar-year basis a report outlining all sales during the preceding quarter for which royalties are due hereunder, accompanying said report with the payment due for said quarter. Licensee agrees to make available at reasonable times and upon due notice said books of account for inspection by representatives of licensor.
5. Licensee agrees to mark all equipment produced under this license with the appropriate patent number or numbers as shall be required by licensor.
6. With respect to licenseeΓÇÖs use of "____13____" as a trademark, licensor reserves the right to control the quality of all products bearing such trademark. Licensor may require the right to control the quality of all products bearing such trademark. Licensor may require the licensee, upon written notice, to stop production and sales of any device bearing the licensorΓÇÖs trademark, if in the opinion of the licensor the product is of a quality inferior to the quality agreed upon by the parties at the time of the start of manufacture. Licensee will require a written permission from the licensor to resume production.
7. Licensee agrees to hold licensor harmless with respect to any and all claims for damages, including reasonable attorney fees resulting from the manufacture, demonstration, marketing or sale of device licensed hereunder.
8. This agreement shall terminate pro tanto with respect to the license granted hereunder upon the expiration or termination of the patent included under LicensorΓÇÖs Patent Rights. The agreement shall, notwithstanding, continue (subject to any other termination provision hereof) for the life of any patent application or patent included in LicensorΓÇÖs Patent Rights.
9. This agreement may be terminated by the licensor forthwith by due written notice to licensee upon the failure of the licensee to pay any of the royalty payments provided for under and in accordance with paragraphs 2 and 3.
10. This agreement may be terminated by Licensor upon due written notice in the event of bankruptcy or insolvency of Licensee or in the event of licenseeΓÇÖs making an assignment for creditors, in the event that an order for sequestration shall be issued against LicenseeΓÇÖs assets, or upon the merger or acquisition of the licenseeΓÇÖs stock or assets with another.
11. This agreement and the relationship of the parties shall be determined in accordance with the laws of the State of ________14________.
12. Any communication or notice provided for hereunder shall be effective if addressed as follows to the party to be notified:
If to Licensor: __15______________
_______________________________
________16_____________________
If to Licensee: ________17_________
_______________________________
________18_____________________
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first written above.
