Complete Home & Office Legal Guide/Complete Home and Office Legal Guide (Chestnut) (1993).ISO/ex/fib/co/810044.fib

Text File | 1993-08-01 | 4KB | 94 lines

EXCLUSIVE 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 exclusive right to
manufacture, sell, and otherwise use and practice the above
stated invention throughout the world. 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.

The minimum annual royalty shall be $_________ ( _____________ &
__/100 dollars). In the  event that the minimum is not paid in the
first three quarterly  payments in each year, sufficient funds
shall be paid in the  final quarter's payment. Sums shall not
carry over from year to  year.

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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