ASP Advantage 1994 2nd Q2/The Association of Shareware Professionals - The Official ASP Advantage (2nd Quarter)(1994).bin/files/writions/pcfms2/licens02.lex

Text File | 1992-09-22 | 13.6 KB | 283 lines

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.TX1 *** LICENSE TO MAKE & SELL PATENTED ARTICLES & SUBLICENSE **
                    PATENT LICENSE AGREEMENT

This Agreement is entered in this  date between  {GRANTOR_NAME} of
{GRANTOR_ADDR}  ,  hereinafter  designated  as  the  Licensor, and
{LICENSEE_NAME} of {LICENSEE_ADDR}, hereinafter designated as  the
Licensee.

WHEREAS,  The  Grantor  is  the  owner  of  United  States  Patent
{PATENT_NO}  dated  {PATENT_DATE}  and  the  Licensee  desires  to
manufacture  and  sell {PRODUCT_DESCR}  constructed in  accordance
with  the  disclosures  and  the applications  of such  patent, or
patents;

Now  therefore,  in  consideration  of  the  mutual  promises  and
covenants  herein  contained,  and  for  other  good and  valuable
considerations,  receipt  of  which  is  hereby  acknowledged, the
parties have agreed as follows:

 1.  Grant of Exclusive  License.  Subject  to the  terms of  this
agreement and the payment of royalty as hereinafter  provided for,
the Grantor hereby grants to the Licensee the exclusive license to
manufacture  and  sell  {PRODUCT_DESCR}  in  accordance  with  the
inventions  disclosed  in said  applications and  any improvements
thereon which may be invented by either of the parties.

 2.   Applications  on  Other  Patent.   The  Grantor  agrees   to
diligently prosecute said application on other Letters Patent  not
issued and to pay the final fees when said applications shall have
been allowed in order that patents may issue thereon.

 3.   Reports.   The  Licensee  shall  render  to  the  Grantor an
accurate statement in writing before the  fifteenth of  each month
of the number and description of products covered by this  license
which are manufactured and sold by Licensee.

 4.  Royalty.  The Licensee shall pay to the Grantor as  royalty a
sum of {ROYALTY_AMT} for each {PRODUCT_UNIT}  so manufactured  and
sold.  The royalty herein provided for  shall be  paid in  monthly
installments and each installment shall be paid within thirty days
after  the  rendition of  the said  statement in  writing relating
thereto.  Upon failure to make said monthly payments  within sixty
days  after  is  is  rendered, this  contract shall  atuomatically
terminate.

 5.   Inspection.   The  Grantor  shall  have  the  right  at  all
reasonable times  to inspect  the books  and shop  records of  the
Licensee to verify the monthly statement furnished Grantor  by the
Licensee  or  may  require  an  affidavit  for  accuracy  of  said
statement at any time.

.TX2 *** MARKETING AGREEMENT FOR THE LICENSING OF SOFTWARE ******
                  SOFTWARE MARKETING AGREEMENT

This agreement is made this date by and between {LICENSOR_NAME}
of {LICENSOR_ADDR}, herinafter called LICENSOR, and {DISTR_NAME}
of {DISTR_ADDR}, hereinafter called DISTRIBUTOR for the purpose
of arranging for the marketing of a computer software program or
programs produced by LICENSOR, as follows:

1.  Definitions.
     A.  The word "PRODUCTS" shall mean {PROD_NAM} consisting of
{PROD_DETAIL}.

     B.  The phrase "net licensing fees" for the purpose of this
agreement shall mean DISTRIBUTOR's net invoice licensing fee
reduced only by charges for transportation and sales taxes which
are actually paid by DISTRIBUTOR and are separately itemized on
the invoice to licensees, dealers or distributors of the PRODUCT.

     C.  The phrase "net fees" shall mean the cumulative net
licensing fees or leasing prices received by DISTRIBUTOR for the
PRODUCT during each accounting period.

     D.  Technical Information shall mean any and all information
pertaining to the advertising, promotion, sale, training,
instruction, use or programming of products whether in machine
readable or interpreted, pictorial or graphic form including but
not limited to basic materials, related optional materials and
software.

     E.  Basic Materials shall mean the programs, whether in
machine readable or interpreted form, including printed listings
or printout forms produced from the machine readable input, and
shall further include required operating instructions and/or
input information and format specifications necessary for
operation of the program.

     F.  Related Optional Materials shall mean all material
furnished by LICENSOR pertaining to programs and basic materials,
including narrative and instructional documentation, users
guides, operational guides and program training guides as
generally released by LICENSOR.

     G.  Software shall mean those programs and routines
furnished by LICENSOR to enable the users to operate a leased or
purchased computer hardware system using the basic materials
furnished by the LICENSOR.

2.  Appointment.
     A.  LICENSOR hereby grants to DISTRIBUTOR a non-exclusive
right and license, subject to the terms and conditions of this
Agreement, to copy, use, translate, reproduce, and publish all
copyrighted technical information furnished by LICENSOR
hereunder.  The license granted is personal, non-exclusive and
non-transferable.  DISTRIBUTOR expressly agrees to include
appropriate copyright and proprietary notices on copies of such
technical information made by or for distribution.

     B.  DISTRIBUTOR is hereby authorized to sub-license any
user, licensee or lessee for the use of the above-described
PRODUCTS on one or more computer systems and to copy such
technical information as may be necessary for the use of such
PRODUCTS by such licensee or lessee subject to the retention by
LICENSOR of the copyright and ownership of such PRODUCTS.

3.  Technical Information and Data.
     A.  LICENSOR agrees to prepare such technical information as
{LICENSOR_HE/SHE/IT} deems necessary relating to the PRODUCTS and
as may be reasonably requested by DISTRIBUTOR.  As such technical
information becomes available LICENSOR agrees to lend such
information to DISTRIBUTOR for copying, translating, reproducing
and publishing according to the terms and conditions of this
agreement.  DISTRIBUTOR agrees to return the original of any such
technical information to LICENSOR within 45 days of its receipt
from LICENSOR.

     B.  DISTRIBUTOR will immediately communicate and disclose to
LICENSOR any improvement, modification, further invention, or new
design DISTRIBUTOR may discover or develop with respect to the
PRODUCTS or the use thereof and will fully disclose to LICENSOR
the manner of performing or utilizing the same.  Any and all such
improvements, modifications, further inventions, or new designs
referred to in this paragraph are hereby non-exclusively and
irrevocably licensed to and may be used by LICENSOR and by
{LICENSOR_HIS/HER/ITS} licensees without limitation.

4.  Royalties.
     A.  DISTRIBUTOR agrees to pay and will pay to LICENSOR
royalties at the rate or rates specified below based upon the net
licensing fees received by DISTRIBUTOR for the licensing and/or
leasing of PRODUCTS by DISTRIBUTOR.

     {ROYALTIES1}

     {ROYALTIES2}

     B.  Accrued royalties are payable to LICENSOR at the close
of each calendar month from the date of this agreement and shall
be computed and paid in U.S.A. dollars at the average rate of
exchange published on the last business day in each calendar
month.

     C.  Within thirty (30) days after the close of each calendar
month from the effective date of this agreement, DISTRIBUTOR
shall deliver to LICENSOR a written statement in duplicate of the
PRODUCTS licensed or leased by DISTRIBUTOR on which royalties are
payable under this agreement for such calendar month and each
such statement shall also contain such other information as
LICENSOR may reasonably require.  Simultaneously with the
delivery of such statement covering each calendar month,
DISTRIBUTOR shall pay in U.S.A. dollars to LICENSOR at
{LICENSOR_HIS/HER/ITS} address, or at such address as LICENSOR
may designate from time to time, all monies reported accrued and
payable.

     D.  DISTRIBUTOR shall keep at its principal place of
business at all times, accurate and complete records of the
licensing, leasing or other disposition of the PRODUCTS in
sufficient detail to enable LICENSOR, or LICENSOR's agents and
employees, to ascertain the royalties accrued and due hereunder.
DISTRIBUTOR shall permit LICENSOR, or LICENSOR's authorized audit
agent to have access to said records and to make such copies
thereof as may be desired at reasonable intervals during business
hours.

     E.  If LICENSOR elects to sell basic materials or related
optional materials at separate prices, DISTRIBUTOR agrees to make
appropriate charges to its lessees or licensees of PRODUCTS who
are licensed to copy and use such technical information.

6.  Duration of Agreement - Default and Termination.
     A.  This agreement shall continue in full force and effect
for a period of {DURATION} from its effective date and shall
become automatically renewed for an additional period of
{DURATION}, provided, that either party may give written notice
to the other party at least six (6) months prior to the end of
any such period that it does not elect to have the agreement
become automatically renewed and, provided further, that the
agreement is not sooner terminated in a manner hereinafter
provided.

     B.  In the event of a material breach of this agreement not
cured within forty-five (45) days after written notice thereof
given by the party not in default to the other party then, in
addition to all other rights and remedies either party may have
at law or in equity, the party not in default may, at such
party's option, terminate this agreement.  Such termination shall
become effective on the date set forth in such notice but in no
event earlier than forty-five (45) days from the date of the
mailing of such notice.

     C.  The waiver of any default under this agreement shall not
constitute waiver of the right to terminate this agreement for
any subsequent or like default.

     D.  This agreement shall terminate automatically if
DISTRIBUTOR shall become bankrupt, compound with its creditors,
have a receiver appointed or go into liquidation whether
voluntary or compulsory, provided that, in the event of
compulsory bankruptcy or the appointment of a receiver,
DISTRIBUTOR shall have sixty (60) days in which to become
discharged from bankruptcy or to discharge the receiver and
thereby reinstate this agreement in full force and effect.

     E.  Termination of this agreement for any cause whatsoever
shall in no manner interfere with, affect or prevent the
collection by LICENSOR of any and all sums of money due to it and
then unpaid.

     F.  Upon expiration or termination of this agreement for any
reason, the right and authority herein conferred on DISTRIBUTOR
to copy and sub-license for copying the PRODUCTS covered hereby
and technical information and all copies thereof shall return to
LICENSOR all such technical information in DISTRIBUTOR's
possession within forty-five (45) days.

     G.  Neither party shall be responsible for damages caused by
delay or failure to perform under this agreement which results
from any contingency beyond its control including, but not
limited to, fire, flood, explosion, action of the elements, acts
of God, accidents, epidemics, strikes, lockouts, riots or other
civil commotion, war, or enemy action.

7.  Notice.
     A.  All notices, requests, demands and other communications
under this agreement or in connection therewith shall be given to
or made upon the respective parties at the addresses provided in
the first paragraph, above, or such other address and to the
attention of such officers or persons as either party may specify
by notice in writing to the other party.

     B.  All notices, requests, demands and other communications
given or made in accordance with the provisions of this agreement
shall be in writing, shall be given by first class mail, and
shall be deemed to have been given when deposited in the United
States postoffice , postage prepaid, addressed as specified in
this section.

8.  Assignment.
     This agreement shall be binding upon and inure to the
benefit of the parties hereto.  Any assignment of this agreement
by DISTRIBUTOR may be made only with the prior written consent of
LICENSOR.

9.  Miscellaneous.
    Nothing contained herein or done in pursuance of this
agreement shall constitute the parties as entering upon a joint
venture or shall constitute either party hereto the agent for the
other party for any purpose or in any sense whatsoever.

10.  Governing Law.
     It is expressly agreed that this agreement shall be
construed and interpreted in accordance with the laws of the
State of Oklahoma, U.S.A., and shall further be governed by any
multi-national treaties, conventions or agreements signed by the
United States of America.  In the event of the translation of
this agreement into any other language for any reason, it is
expressly agreed that the English version shall govern.

Dated {DOC_DATE}.

                                  _____________________________
                                    {LICENSOR_NAME},
                                         LICENSOR

                                  _____________________________
                                     {DISTR_NAME},
                                         DISTRIBUTOR

.END *** Above form based on Vol. 25, Form 15.53 of West's ***