License Agreement
A licensing agreement is a formal and legally binding contract between two entities, in which the owner of intellectual property grants authorization to another party for the utilization of their patent or brand. The contractual arrangement established between the licensor (the owner of the intellectual property) and the licensee (the party granted permission to use the property) encompasses comprehensive information regarding the specific type of licensing agreement, the conditions and scope of usage, as well as the agreed-upon compensation for the licensor.
The nature of the contract may vary depending on the intellectual property being licensed. Licensing agreements also serve to mitigate potential conflicts concerning sales, quality matters, and the distribution of royalties.
- The licensee expresses the desire to acquire a license for the usage of a product, referred to hereinafter as the "Asset."
- The licensor is prepared to provide the licensee with a non- transferable and non-exclusive license to utilize the Asset, strictly for the duration and particular tenacity outlined in this Agreement.
Now, in view of the aforementioned considerations, and the reciprocal commitments and obligations outlined in this document, as well as other valuable and valid considerations, the parties hereby reach the following agreements:
Definition
- The term "Agreement" refers to the present License Agreement, which includes the attached Schedule.
- The term "Confidential Information" pertains to information that:
- The information, by its inherent nature, is considered confidential.
- The information is officially identified in writing by the Licensor.
- The Licensee is aware or should reasonably be aware that the information is confidential.
- Information encompassed within or pertaining to any IPRs of the Licensor.
- The term "Asset" refers to the specific asset given by the Licensor.
- The term "Intellectual Property Rights" encompasses all rights associated with trade secrets, designs, trading names, trademarks, patents, copyrights, and any other rights arising from intellectual endeavors in the industrial, artistic, literary, or scientific domains. This includes any applications for registration of these rights and the entitlement to safeguard or impose any of these rights.
- The term "Party" denotes an individual or business entity that has formally entered into this Agreement by executing it.
License Grant
The Licensor provides the Licensee with a non-exclusive, non-transferable License for the agreed Term, permitting the usage of the Asset solely for the specific purpose outlined in this Agreement. This grant is subject to the T&Cs stipulated within this Agreement.
Charges
As a gesture of acknowledgment for the License granted by the Licensor, the Licensee commits to remit the agreed-upon License Charge to the Licensor.
Licensee’s Obligations
- The Licensee is prohibited from utilizing the Asset for any purposes other than those explicitly mentioned in this Agreement.
- The Licensee has the privilege to grant permission to its employees to utilize the Asset. However, in doing so, the Licensee must take all necessary precautions and enforce the required conditions to confirm that all employees using the Asset refrain from disclosing or commercializing its contents to any third party or using it inconsistent with the terms set forth in this Agreement.
- The Licensee is prohibited from distributing, selling, licensing, sub-licensing, leasing, trading, or offering the Asset for sale to any third party.
- The Licensee is strictly forbidden from creating any copies of the Asset, except as explicitly permitted by the Licensor.
- The Licensee is not permitted to make any alterations or modifications to the content or its Asset.
- The Licensee shall implement security and technical measures to guarantee that the Asset for which they are responsible remains electronically and substantially protected, preventing any unauthorized access or usage.
- The Licensee is responsible for ensuring that the Asset maintains all trademarks, proprietary legends, copyright notices and or service marks intact.
Intellectual Property Rights
The Licensor exclusively owns all Intellectual Property Rights pertaining to the Asset. The Licensee does not gain any entitlement to ownership rights over the Asset.
Limitation of Liability
The Licensee recognizes and accepts that Licensor, as well as its employees, officers, agents, or board members, assume no liability for any damages or losses arising from the supply of the Asset under this Agreement or any utilization of the Asset by the Licensee or its workers. The Licensee hereby relinquishes Licensor from any such responsibility, claim, damage, or loss, within the boundaries of what is legally permissible.
Confidentiality
- Both Parties are strictly prohibited from using, disclosing, or providing the other Party's Confidential Information to any third party, except when such usage or disclosure is in compliance with the conditions specified in this Agreement.
- Each Party has the responsibility to ensure the secure and confidential handling of the Confidential Information of the other party, with the following exception:
- Each Party is bound to keep the other Party's Confidential Information secure and confidential, except when compelled to disclose such information in accordance with the requirements of government agencies, legislative or judicial bodies, or applicable laws.
- Confidential Information may be disclosed to a third party only if the other Party grants explicit written approval for such release. However, any disclosure must adhere strictly to the conditions set forth in the written authorization.
- This provision shall remain in effect even after the termination of the Agreement.
Disclaimers and Release
- Subject to the limits allowed by applicable law, Licensor disclaims any responsibility or liability to the Licensee or any third party for damages, whether direct or indirect, arising from the utilization of the Asset, regardless of the cause, including negligence
- The Asset is supplied by the Licensor in its current state, without any warranties or guarantees.
- The Licensor shall not be held accountable or liable to the Licensee, or any other person associated with the Licensee, for any injury, damage, or loss resulting from the use of the Asset or any of its components.
- The Licensor bears no responsibility or liability for any damages, losses, or claims arising from the utilization, operation, combination, or modification of the Asset in conjunction with the Licensee's computer programs, anyhow anything stated in this Agreement.
- Licensor does not provide any guarantee or warranty that the Asset will function in any particular condition or environment.
- The Licensee acknowledges and recognizes that:
- The Licensee acknowledges that the Asset has not been customized to fulfill the particular needs of any party, including the Licensee.
- Consequently, the Licensee assumes full responsibility for verifying that the Asset aligns with its unique individual needs.
- Licensor does not offer or assume any express or implied warranty, undertaking, condition, or term, including but not limited to any indirect guarantee of merchantability or fitness for a specific purpose, as allowed by applicable law.
Indemnification
Under all circumstances, the Licensee must hold, defend, and indemnify Licensor, its agents, officers, employees, and board members harmless from any claims, including third-party expenses, damages, actions, suits, claims, and demands resulting from:
- Usage and reliance on the Asset by the Licensee and its employees.
- Should the Licensee or any employee of the Licensee breach any conditions of the License Agreement?
- Additionally, any other actions taken by the Licensee.
This provision shall remain in effect even after the termination of this Agreement.
Waiver
In the event that either Party fails to exercise any privilege, power, or right under this License Agreement, or neglects to insist on compliance or performance of the provisions by the other Party, such failure or delay shall not be interpreted as a waiver of that privilege, power, or right.
Governing Law
The interpretation and governance of this Agreement shall be in accordance with the laws. Both the Parties hereby solely submit to the jurisdiction of the courts.
Termination
This Agreement and the License approved herein shall take effect on the commencement date and remain valid for the Term unless terminated by the Licensor under the following circumstances:
- If the Licensee violates any provision of this License Agreement and fails to rectify such breach to the reasonable satisfaction of the Licensor within 7 days of receiving the Licensor's notice regarding the matter
- In the event that the Licensee becomes bankrupt, commences bankruptcy proceedings, faces indebtedness, initiates reorganization or dissolution proceedings, or makes an assignment for the benefit of creditors, the License Agreement may be terminated
- If the Licensee violates Clause 5 or 7 of this Agreement.
The termination as per this Clause shall not diminish or waive any other rights or remedies available to the Licensor.
License Fee
- In exchange for the License grant outlined in this Agreement, the Licensee shall promptly pay the yearly License fee upon executing this Agreement and on each subsequent anniversary date.
- Licensee pays License fee and other amounts to Licensor under this Agreement. Taxes not included. If valid, Licensee must pay taxes invoiced within 30 days.
Assignment
The Licensee must obtain the prior written consent of the Licensor before assigning any rights granted by this License Agreement.
Counterparts
This Agreement can be implemented in several counterparts, and each counterpart will be considered an original, with all counterparts together forming one unified instrument.
Term
Both the Licensor and the Licensee mutually agree that this contract shall remain in full force and effect from the date of signing until the completion of the specified term of (X) years. Following this period, should either party desire to renew the contract, they will be required to establish a separate agreement with renegotiated T&Cs.
Modification in Writing
In the event that either party intends to propose modifications, revisions, or changes to the existing agreement, they must communicate their request in writing to the other party. Any modifications to the contract will be made only if the other party accepts to the proposed changes.
Company Audits
The Licensee acknowledges that the Licensor has the discretion to conduct company-wide audits. Unless explicitly specified otherwise in this agreement, an impartial third party will be engaged to oversee the audit process, ensuring the accuracy of financial submissions made to the Licensor. The Licensee commits to providing full support during any audit conducted.
Assurance of Quality
- The Licensor possesses the right to verify that all products retailed by the Licensee under the brand name of the Licensor meet the quality standards set forth by the Licensor and its associates.
- The Licensee is aware that the Licensor reserves the right, at their discretion, to conduct unannounced health assessments and quality assurance testing. Failure to meet the Licensor's standards may lead to the termination of the deal. Additionally, the Licensor may include customer reviews, among other factors, as component of their quality assurance program.
Late Payments
In the event of late payments, a late fee not exceeding 10 percent of the total payment will be imposed, and it will be compounded monthly.
Compliance with Law
The Licensee and Licensor mutually agree to conduct their operations in strict adherence to the rules and regulations of the law. Both parties commit to conducting their activities properly, judiciously, and, above all, within the bounds of the law. Each party must be individually responsible for ensuring their compliance with legal requirements.
Settlement and Disputes
In the event of any disputes arising between the Licensor and Licensee, they agree to make efforts to resolve the matter through amicable means, possibly with the assistance of a mediator or a neutral third party, with the aim of reaching a mutually acceptable resolution. If a settlement cannot be reached, they may resort to legal action by pursuing their case in the court.
Insurance
The Licensee commits to covering all insurance expenses necessary for conducting business under the brand name of Licensor.
Breach
Should either the Licensor or the Licensee be found to be in violation of any provision within the contract, including but not limited to those relating to insurance, confidentiality, or quality assurance, the contract may be terminated at the discretion of the non-breaching party, with or without giving prior notice.
Cooperation
- In the course of the marketing or branding endeavors of the Licensor, they reserve the right to make temporary changes to their strategy. If the Licensor's business undergoes a shift in direction, they may need to implement company-wide changes accordingly.
- Licensee must cooperate during changes, participate in promotions for new products, and make aesthetic changes if reimbursed by Licensor.