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.
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:
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.
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.
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.
Disclaimers and Release
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:
This provision shall remain in effect even after the termination of this Agreement.
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.
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.
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:
The termination as per this Clause shall not diminish or waive any other rights or remedies available to the Licensor.
The Licensee must obtain the prior written consent of the Licensor before assigning any rights granted by this License Agreement.
This Agreement can be implemented in several counterparts, and each counterpart will be considered an original, with all counterparts together forming one unified instrument.
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.
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
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.
The Licensee commits to covering all insurance expenses necessary for conducting business under the brand name of Licensor.
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.