Ip Licensing Agreement Example
(e) In any sublicense granted by LICENSEE under this Agreement, LICENSEE shall include a requirement that Sublicensee use sublicensee to use the subject matter of the Sublicense for commercial purposes as soon as reasonably practicable. LICENSEE shall also disclose in such sublicenses that such sublicenses are subject to and subordinate to the terms of this Agreement, unless: (i) the sublicensee may not grant further sublicenses; and (ii) royalties paid by the sublicensee to licensee on net sales. Copies of all sublicense agreements must be made available immediately to HARVARD. Licensor represents and warrants that it is the sole and exclusive owner of all right, title and interest in the letters patent [COUNTRY] above and that it has the right to grant the exclusive right, license and privilege granted in this Agreement; that it has not signed an agreement that conflicts with this Agreement; and has not granted to any other person, company or entity any rights, licenses, purchase rights or privileges granted under this Agreement. The termination section of an agreement can sometimes be quite complicated. Areas to be considered include the right of each party to terminate the Agreement without cause; the rights of the party that provided the service if it has been confronted with a party that refuses to provide the service; material violations; and the time allotted for the notification of a breach and the remedy of that breach before the loss of rights and/or the use of sanctions. The licensee has the sole and exclusive right to initiate and pursue all actions aimed at prohibiting all infringers of the above-mentioned letter patent; and may, from time to time during the continuation of this Agreement and at its own expense, bring any action it deems necessary. Licensee shall have the exclusive right to initiate and pursue such actions and to appoint its own attorney for such actions, and Licensee shall pay for all services provided by such appointed attorney, as well as for all incidental costs and expenses. In light of the matters described above and the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows. Your license agreement may contain only one or a combination of these payment methods. 9. Clauses specific to intellectual property rights.
Certain clauses specific to the type of intellectual property rights licensed in the license agreement, either to ensure that the requirements of applicable laws are met, or to ensure that the rights of the owner of the intellectual property are adequately protected, or both. For example, Canada`s Trade-marks Act (which was significantly amended in June 2019) is the law that governs Canada`s system of trademark ownership and protection, including the licensing of trademarks to third parties. If the license agreement involves the granting of the right to use, advertise or display a trademark, in order to comply with the law and ensure the protection of the rights of the owner of the intellectual property, it is crucial to include clauses that deal with the continuous control of the owner of the intellectual property over the character and quality of the products and services associated with the licensed trademark. This includes the right of the intellectual property owner to inspect such products and services to ensure that they have a character or quality required by the intellectual property owner and defined in the license agreement. In the event of a major disagreement on the terms of an agreement, the parties may wish to arbitrate the case. Arbitration can be done in different ways, and it is easier to set out in the agreement the rules to be used for arbitration before there is a problem to be resolved. implemented under an intellectual property license agreement, including: 15. This Agreement sets forth the entire agreement between *** and Licensor with respect to the subject matter of this Agreement and supersedes all negotiations, preliminary agreements, memoranda or offers or letters of intent, discussions and agreements between *** and Licensor. All discussions between *** and Licensor have been entered into in this Agreement, and neither party shall be bound by any definition, condition, understanding, representation, warranty, agreement or provision not expressly set forth or contemplated in this Agreement or subsequently established in writing and performed by a duly authorized representative of *** and Licensor, to be bound by it.
No modification or modification of this Agreement shall be valid or binding on *** and Licensor unless both parties have agreed, made in writing and signed on behalf of each of *** and Licensor by their duly and legally authorized representatives. The licensing agreement gave Starbucks the opportunity to increase brand awareness outside of its North American operations through Nestlé`s distribution channels. For Nestlé, the company had access to equity products and strong brand imageIn marketing, brand equity refers to the value of a brand and is determined by the consumer`s perception of the brand. Brand equity can be positive or. Regardless of the type of license granted by the IP owner, it is important that they enter into a written IP license agreement that has been carefully drafted to meet the requirements of the laws applicable to the respective IP law and adequately protect the rights of the IP owner. An IP license agreement can be long and complex, and its terms vary depending on the IP right to be licensed and the agreement being concluded. However, IP licensing agreements typically include all of these 10 key terms: a simple contract does not need to include a section dedicated to definitions, as definitions can be presented when special terms first appear, but a complex document should include all definitions in one section to facilitate the interpretation of the contract. For example, if the agreement refers to a “corporation,” does the term “corporation” refer to the corporation and all of its affiliates, the corporation and all of its subsidiaries, or only the parent company itself? 3. Term and Termination. The term of the license, the reasons why the parties may terminate the license, and the rights and obligations of the parties upon termination or expiration of the license.
In many cases, it will be important to require Licensee to immediately cease using the IP Rights and, in the event of termination or expiration of the Agreement, to remove all references to the IP from all its documents in order to best protect the IP Rights` ownership by the IP Owner. However, the nature and scope of Licensee`s obligations in this regard may vary depending on the type of intellectual property, the type of industry in which Licensee operates and the reason for termination (e.B. termination for cause in relation to expiration). Harvard offers certain materials (usually biological research material) for commercial purposes on a non-exclusive basis. Some materials, such as mice. B, are usually offered on a lump sum basis or with fixed annual payments. others, such as hybridoma cell lines, also include royalty-based payments. Standard contracts for both types of hardware licenses are listed below. The exact language of funding must be indicated. This includes intellectual property rights under which the license is granted: only patent rights or know-how rights or both; and exclusive, co-exclusive or non-exclusive rights with Licensor. The section should also clarify the concept of exclusivity and/or non-exclusivity and whether this right is irrevocable; and where there is a right to sub-license. A lawyer can help you determine what rights should be granted under your license agreement.
Having all the relevant information about the parties in one place, such as. B their legal names, contact details of the party to the negotiation and legal addresses, saves time when the final agreement is in writing. The following standard license agreement contains an agreement between licensor Valerie J Toups and licensee Matthew K Jordan. Valerie J Toups agrees to allow Matthew K Jordan to use the Licensed Intellectual Property in accordance with the terms and conditions set forth. These sections deal with how to deal with previous violations committed by the licensee; if the intellectual property of third parties is infringed, how such infringement is handled and if there is recovery for the infringement, how will it be divided between the Licensor and the Licensee. Compensation by the Licensor of the Licensee for exercising under the intellectual property rights is also covered. A good lawyer can help you clearly describe these details in your license agreement! Harvard also offers option agreements for companies considering licensing a Harvard technology. An option agreement allows a company to “retain” a technology for a short period of time, during which it can further assess its potential or raise funds for product development without committing or committing Harvard to meet the obligations arising from a licensing agreement. Options typically last from six months to a year and typically require both an initial fee and a refund of the patent process for the duration of the option. This Agreement is binding and applies to Licensor`s successors and assigns and may be transferable and binding on Licensee`s successors and assigns. .