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License Agreement

This License Agreement is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section [DEFINITIONS]).

License Grant and Fees

License Grant. [PARTY A] shall grant to [PARTY B] the license grant described in section [LICENSE] (the "[DELIVERABLE]").

License Fees. [PARTY B] shall pay [PARTY A] the license fees described in section [PAYMENT OF ROYALTIES / PAYMENT OF LICENSE FEES].

Subscription Services

Access to [DELIVERABLE][PARTY A] hereby grants [PARTY B] access to the [DELIVERABLE], according to the terms of this agreement and to the terms of services, attached to this agreement as [ATTACHMENT].

Credentials

Temporary Credentials. [PARTY A] shall provide [PARTY B] with temporary credentials to access the [DELIVERABLE] at [URL OF SUBSCRIPTION SERVICES].

Permanent Credentials. After logging into the [DELIVERABLE] for the first time, [PARTY B] shall update the temporary credentials provided by [PARTY A] according to [PARTY A]'s password and credential policies available at [URL OF SUBSCRIPTION SERVICES].

License

License Grant. [PARTY A] hereby grants to [PARTY B] the [DELIVERABLE], a [a non-exclusive / an exclusive], [irrevocable / revocable license], [sub-licensable / non-sub-licensable] license, as further described in [ATTACHMENT], attached to this agreement,  to

use the Licensed Intellectual Property on and in connection with the [Licensed Goods / Licensed Software / Licensed Method] in the Licensed Territory (including on packaging, promotional, and advertising materials), and

make, use, sell, distribute, and advertise the [Licensed Goods / Licensed Software / Licensed Method] in the Licensed Territory.

No Other Rights. [PARTY A] reserves for itself all other rights and interest not explicitly granted under this agreement.

Definitions

[Licensed Goods / Licensed Software / Licensed Method]. "[Licensed Goods / Licensed Software / Licensed Method]" means the [goods / software / methods] incorporating or otherwise based on the Licensed Intellectual Property, as listed in [ATTACHMENT], attached to this agreement.

Licensed Intellectual Property. "Licensed Intellectual Property" means the intellectual property listed in [ATTACHMENT], attached to this agreement.

Licensed Territory. "Licensed Territory" means [[DESCRIBE LICENSED TERRITORY] / the territory listed in [ATTACHMENT], attached to this agreement].

License Fees. [PARTY B] shall pay [PARTY A] a license fee of $[LICENSE FEE] (the "License Fee") for the [DELIVERABLE].

Royalties. In exchange for the [DELIVERABLE][PARTY B] shall pay [PARTY A]

the Royalties Fees, and

down payment, according to section [PAYMENT OF ROYALTIES].

Subscription Fees. [PARTY B] shall pay [PARTY A] the subscription fee of $[SUBSCRIPTION FEE AMOUNT] (the "Subscription Fee") for access to the [DELIVERABLE] provided under this agreement.

Payment of Royalties

Down Payment. On the Effective Date, [PARTY B] shall pay [PARTY A] the down payment of $[DOWN PAYMENT AMOUNT].

Fixed Royalty Rate[PARTY B] shall pay a "Royalties Fees" to [PARTY A]

equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s total sales of the [Licensed Goods / Licensed Software / Licensed Method] over each [PAYMENT PERIOD] period (each period, an "Accounting Period"),

due within [14] Business Days' of the end of the applicable Accounting Period,

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Minimum Royalty Fee. Each Accounting Period, [PARTY B] shall pay [PARTY A] a minimum royalty fee equal to $[MINIMUM ROYALTY FEE AMOUNT], which will be credited against any Royalty Fees due that Accounting Period under paragraph [FIXED ROYALTY RATE].

Milestone Payments. [PARTY B] shall pay [PARTY A] the milestone payments on the following milestones in connection with selling the [Licensed Goods / Licensed Software / Licensed Method]:

$[FIRST MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF FIRST MILESTONE]

$[SECOND MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF SECOND MILESTONE] 

$[THIRD MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF THIRD MILESTONE]

$[FOURTH MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF FOURTH MILESTONE] 

$[FIFTH MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF FIFTH MILESTONE] 

Accounting. [PARTY B] shall send with each payment to [PARTY A] a certified accounting for the applicable Accounting Period, correctly listing the sales of the [Licensed Goods / Licensed Software / Licensed Method] over that Accounting Period.

Payment of License Fees

Paid in Full[PARTY B] shall pay the License Fee to [PARTY A]

in full,

due on [DATE, MONTH],

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

[Renewal Fee. If this agreement is renewed under section [TERM], [PARTY B] shall pay the License Fee to [PARTY A]

in full, unless the parties agree to a different fee for the renewal term,

due on [a date the parties agree to in writing / the date of the renewal]

in immediately available funds, and

to the account [PARTY A] lists above.]

Payment of Subscription Fee

Paid in Full[PARTY B] shall pay the Subscription Fee to [PARTY A]

in full,

due on [DATE, MONTH],

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

[Renewal Fee. If this agreement is renewed under section [TERM], [PARTY B] shall pay the Subscription Fee to [PARTY A]

in full, unless the parties agree to a different fee for the renewal term,

due on [a date the parties agree to in writing / the date of the renewal]

in immediately available funds, and

to the account [PARTY A] lists above.]

Payment of License Fees

Paid in Installments[PARTY B] shall pay the License Fee to [PARTY A] in

an initial downpayment due on [the Effective Date / [DATE, MONTH]], and

installments of $[INSTALLMENT AMOUNTS], due every [PAYMENT PERIOD],

with each payment made

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

[Renewal Terms. If this agreement is renewed under section [TERM], [PARTY B] shall pay the License Fee for the Renewal Term to [PARTY A] according to paragraph [PAID IN INSTALLMENTS] above, unless the parties agree otherwise in writing.]

Payment of License Fees

Paid in Installments[PARTY B] shall pay the License Fee to [PARTY A]

in installments of $[INSTALLMENT AMOUNTS],

due every [PAYMENT PERIOD],

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

[Renewal Terms. If this agreement is renewed under section [TERM], [PARTY B] shall pay the License Fee for the Renewal Term to [PARTY A] according to paragraph [PAID IN INSTALLMENTS] above, unless the parties agree otherwise in writing.]

Payment of Royalties

Down Payment. On the Effective Date, [PARTY B] shall pay [PARTY A] the down payment of $[DOWN PAYMENT AMOUNT].

Sliding Scale Royalty Rate[PARTY B] shall pay a "Royalties Fee" to [PARTY A]

equal to the appropriate percentage according to paragraph [ROYALTIES TABLE] below, of [PARTY B]'s total sales of the [Licensed Goods / Licensed Software / Licensed Method] over each [PAYMENT PERIOD] period (each period, an "Accounting Period"),

due within [14] Business Days' of the end of the applicable Accounting Period,

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Minimum Royalty Fee. Each Accounting Period, [PARTY B] shall pay [PARTY A] a minimum royalty fee equal to $[MINIMUM ROYALTY FEE AMOUNT], which will be credited against any Royalty Fees due that Accounting Period under paragraph [SLIDING SCALE ROYALTY RATE].

Accounting. [PARTY B] shall send with each payment to [PARTY A] an accounting for the applicable Accounting Period,

correctly listing the sales of the [Licensed Goods / Licensed Software / Licensed Method] over that Accounting Period, and 

certified by [PARTY B].

Royalties Table

[FIRST BRACKET ROYALTIES PERCENTAGE]% for the first $[X] to $[X] sales

[SECOND BRACKET ROYALTIES PERCENTAGE]% for the next $[X] to [X] sales

[THIRD BRACKET ROYALTIES PERCENTAGE]% for the next $[X] to [X] sales

[FOURTH BRACKET ROYALTIES PERCENTAGE]% for the next $[X] to [X] sales

[FIFTH BRACKET ROYALTIES PERCENTAGE]% for the next $[X] to [X] sales

[INCLUDE ADDITIONAL BRACKETS OF ROYALTIES AND SALES IF NECESSARY]

Payment of Subscription Fee

Paid in Installments[PARTY B] shall pay the Subscription Fee to [PARTY A]

in installments of $[INSTALLMENT AMOUNTS],

due every [PAYMENT PERIOD],

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

[Renewal Terms. If this agreement is renewed under section [TERM], [PARTY B] shall pay the Subscription Fee for the Renewal Term to [PARTY A] according to paragraph [PAID IN INSTALLMENTS] above, unless the parties agree otherwise in writing.]

Taxes. [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

1. Records and Audits

1.1. Records. The Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees received under this Agreement. The Licensee shall retain records for at least [RECORD PERIOD] following a given reporting period.

1.2. Auditing. The Licensor or its representatives for the purpose of verifying Licensee's records shall during normal business hours and upon reasonable notice inspect and audit compliance in respect with this Agreement.

1.3. Underreporting. If an inspection shows an underreporting or underpayment in excess of [UNDERREPORTING PERCENTAGE] for any report period, then the Licensee shall reimburse the Licensor for the cost of the inspection at the time the Licensee pays the unreported royalties, including any additional royalties in this agreement. All royalty payments required under this Paragraph shall be due within [PAYMENTS DUE PERIOD DAYS] days of the date the Licensor provides the Licensee notice of the payment due.

1. Records and Audits

1.1. Records. The Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and sublicense fees received under this Agreement. The Licensee shall retain records for at least [RECORD PERIOD] following a given reporting period.

1.2. Auditing. The Licensor or its representatives for the purpose of verifying the Licensee's records shall during normal business hours and upon reasonable notice inspect and audit compliance in respect with this Agreement.

1.3. Audit Limits. No more than one audit of the Licensee, each Affiliate, and each Sublicensee may be conducted in any calendar year.

Records and Audits

Records. [PARTY B] shall keep, and require its Affiliates[ and sublicensees] to keep correct records of all Licensed Goods manufactured, used, and sold[, and sublicense fees received] each Accounting Period, for at least [RECORD PERIOD] months after the Accounting Period.

Auditing. On reasonable notice to [PARTY B],  [PARTY A] or its Representatives may inspect and audit [PARTY B]'s records during [PARTY B]'s normal business hours, to verify [PARTY B]'s compliance with this agreement.

Registration and Maintenance of Intellectual Property

Registration and Maintenance Efforts. [PARTY A] shall use reasonable efforts to register and maintain the registration of the Licensed Intellectual Property.

Copies of Registration and Documentation. [PARTY A] shall provide [PARTY B] with copies of relevant registrations and other documentation.

Confidentiality. [PARTY B] shall to keep confidential all information [PARTY A] provides under this section.

1. Patent Prosecution and Maintenance

1.1. Diligent Prosecution. Licensor shall be diligent in prosecution and maintenance of Licensed Patents using counsel mutually agreeable to Licensor and Licensee.

1.2. Provision of Documentation. Licensor shall provide Licensee with copies of relevant documentation so that Licensee may be informed and apprised of continuing prosecution of Licensed Patents.

1.3. Payment of CostsLicensor shall bear all expenses and attorney's fees associated with prosecution and maintenance of Licensed Patents.

1.4. Request for Infringment ActionLicensee may request that suit be brought by Licensor against any infringer whose infringement has substantially affected the business of Licensee.

1.5. Confidentiality. Licensee agrees to keep confidential all information provided by Licensor.

Development and Commercialization

Development Plan

Initial Development Plan. [PARTY B] shall deliver to [PARTY A], no later than [DATE, MONTH], a copy of an initial development plan for the [DELIVERABLE] (the "Development Plan"), to

demonstrate [PARTY B]'s capability to commercialize the [Licensed Goods / Licensed Software / Licensed Method],

project the timeline for completing the necessary tasks and meeting the milestones listed in section [PAYMENT OF ROYALTIES], and

measure [PARTY B]'s progress against the projected timeline.

Updated Development Plan. Before [December 1] of each year, [PARTY B] shall deliver to [PARTY A] a written report measuring [PARTY B]'s progress against the Development Plan.  

[PARTY B]'s Efforts. [PARTY B] shall use reasonable efforts to develop, commercialize, market, and sell the [Licensed Goods] to meet the objectives of the Development Plan, including meeting the milestones listed in section [PAYMENT OF ROYALTIES]

Diligence Resources

Expenditures. Each six month period following the Effective Date, [PARTY B] shall expend at least $[DEVELOPMENT AND COMMERCIALIZATION INVESTMENT] to develop and commercialize the [Licensed Goods / Licensed Software / Licensed Method], including,

research and development, 

advertising and marketing, 

consumer surveys and research, 

regulatory expenses, and

documenting external consulting payments.

Shortfall. If [PARTY B] spends less than the minimum development and commercialization amount specified in paragraph [EXPENDITURES] over any six month period, [PARTY B] shall pay to [PARTY A] the amount [PARTY B] was required to but did not spend, paid on the next Accounting Period.

Accumulation. If [PARTY B] spends more than the minimum development and commercialization amount specified in paragraph [EXPENDITURES] over any six month period, the excess amount will be credited towards the minimum development and commercialization for the next six month period.

No Warranty

"As-Is". The [Licensed Goods / Licensed Software / Licensed Method] is provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement,

[PARTY A] does not make any warranty regarding the [Licensed Goods / Licensed Software / Licensed Method], which includes that 

[PARTY A] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

its articles, bylaws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, Order, or decree of any Governmental Authority to which it is subject, or

any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to

own, lease, and operate its properties, and

conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

[PARTY A]'s Representations

IP Disclosure Schedule. [PARTY A]'s Disclosure Schedule lists

all of the [Licensed Goods / Licensed Software / Licensed Method], and

any exceptions to its representations.

Ownership. [Except as disclosed in [PARTY A]'s Disclosure Schedule] [PARTY A]

has the exclusive right to grant the [DELIVERABLE],

has the exclusive right to use and grant rights to use the [Licensed Goods / Licensed Software / Licensed Method] [ in the Licensed Territory],

is the sole owner of the exclusive rights and all interest in the [Licensed Goods / Licensed Software / Licensed Method], free of claims by any third party, and

holds the [Licensed Goods / Licensed Software / Licensed Method] free of any other Encumbrances.

Registration

Necessary Rights and Privileges[PARTY A] possesses all necessary rights and privileges to cause the [Licensed Goods / Licensed Software / Licensed Method] to be  registered in, filed in, or issued by the United States Patent and Trademark Office, United States Copyright Office, or the corresponding offices of other jurisdictions and countries.

No Adverse Facts or Circumstances. To [PARTY A]'s Knowledge, there are no facts or circumstances which would prevent its registration, filing, or issuance described in paragraph [NECESSARY RIGHTS AND PRIVILEGES] above.

Status of Licensed Intellectual Property. [PARTY A] has 

properly maintained the [Licensed Goods / Licensed Software / Licensed Method], and

paid all applicable maintenance and renewal fees.

No Prior Grant or Transfer. [PARTY A] has not

granted and is not obligated to grant any license to any third party that would conflict with the [DELIVERABLE] under this agreement

assigned or exclusively licensed, and is not obligated to assign or exclusively license, any of the [Licensed Goods / Licensed Software / Licensed Method] to any third party that would conflict with the [DELIVERABLE] under this agreement.

No Infringement. The [Licensed Goods / Licensed Software / Licensed Method] does not infringe the Intellectual Property rights or other rights of any third party.

No Third Party infringement. [Except as disclosed in [PARTY A]'s Disclosure Schedule] To [PARTY A]'s Knowledge, no third party is infringing the [Licensed Goods / Licensed Software / Licensed Method].

Not in Public Domain. The [Licensed Goods / Licensed Software / Licensed Method] is not in the public domain.

[PARTY B]'s Representations

Reasonable Efforts. [PARTY B] shall use reasonable efforts to commercialize the [Licensed Goods / Licensed Software / Licensed Method], including meeting any commercialization milestones outlined in this agreement.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use Confidential Information according to the terms of this agreement and solely for the Purpose

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a "Receiving Party") shall hold in confidence all Confidential Information the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use Confidential Information according to the terms of this agreement and solely for the Purpose.

Non-DisclosureA Receiving Party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement, or

required by Law.

Standard of Care. In protecting the Confidential Information, the Receiving Party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Permitted Disclosure. The Receiving Party may disclose Confidential Information to its Representatives only

if and to the extent that the Disclosing Party consents in writing to such disclosure, or

to the Receiving Party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in furtherance of the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The Receiving Party may disclose Confidential Information to a third party if it is required to do so by Law but only if, and to the extent permitted by Law, before that disclosure the Receiving Party 

gives the Disclosing Party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the Disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Value and Nature of Confidential Information. The parties acknowledge that the Confidential Information is proprietary and has competitive value. Accordingly, any disclosure to the Disclosing Party's competitors or to the public would be detrimental to the best interests of the Disclosing Party, which may incur losses, costs, and damages as a result.

Burden of Proof. The Receiving Party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

Confidentiality Obligations. The parties acknowledge that they continue to be bound by the terms of the Non-Disclosure Agreement between the parties dated [DATE], a copy of which is attached as [NDA SCHEDULE]

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a "Receiving Party") shall hold in confidence all Confidential Information the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use Confidential Information according to the terms of this agreement and solely for the Purpose.

Non-Disclosure.A Receiving Party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement, or

required by Law.

Notice. A Receiving Party shall notify the Disclosing Party if that Receiving Party

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Patent Markings. [PARTY B] shall mark all Licensed Goods and containers of Licensed Goods in accordance with applicable patent marking Laws.

1.1. Use of Name. Licensee will not use the name, trademarks, or other marks of Licensor without the Licensor's written approval. Licensor may use Licensee's name and logo without prior approval.

Use of Name. Neither party will use the other party's name, trademarks, or other marks without the other party's written consent.

Export Compliance. [PARTY B] shall be solely responsible for obtaining all licenses, Permits or authorizations as required from time to time by the United States and any other government for any export.

1. Export Compliance. The [PARTY B] shall be solely responsible for obtaining all licenses, permits or authorizations as required from time to time by the United States and any other government for any export. The [PARTY A] agrees to provide the [PARTY B] with reasonable assistance in obtaining licenses, permits or authorization.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY A] will not be subject to contribution.

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY A] will not be subject to contribution.

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

[ENUMERATED LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY A]'s insurer add [PARTY B] as an additional insured to [PARTY A]'s policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance

[PARTY A]'s Insurance. [PARTY A] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY A] shall promptly notify [PARTY B].

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY B]'s request, [PARTY A] will provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add [PARTY B] as an additional insured to its policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY B]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance

Carry Continued Insurance. During the term and for [CONTINUED INSURANCE PERIOD] years after the [Closing] [termination or expiration], [PARTY A] shall maintain [SPECIFIED TYPE OF INSURANCE] insurance with respect to [INSURED PEOPLE OR GOODS] insured as of the [Closing] [termination or expiration], providing substantially the same coverage as in effect on the date of the [Closing] [termination or expiration].

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of the its insurance, and guaranteeing its insurer will notify [PARTY B] of any material change to [PARTY A]'s insurance. 

Additional Insured. [PARTY A] will, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date have its insurer

add [PARTY B] as an additional insured to its policy, and

send [PARTY B] a certificate proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that [PARTY A]'s insurer will notify [PARTY B] before any proposed cancellation, modification, or reduction in coverage of [PARTY A]'s policy.

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

 Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], on the expiration of any Current Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then-current Renewal Term.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination by [PARTY A]

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, including if [PARTY B]

fails to adequately develop and commercialize the [Licensed Goods / Licensed Software / Licensed Methods] under section [DEVELOPMENT AND COMMERCIALIZATION],

uses [Licensed Goods / Licensed Software / Licensed Methods] in any way that violates this agreement, including any of [PARTY A]'s plans or policies under this agreement, or

otherwise exceeds the rights granted under the [DELIVERABLE]and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Infringement and Litigation

Notice. [PARTY B] shall promptly inform [PARTY A] of any suspected infringement of the [DELIVERABLE] or [Licensed Good / Licensed Software / Licensed Method] by a third party.

[PARTY B] Prosecution of Infringement. [PARTY B] shall have the first right to sue any infringer of the [DELIVERABLE] or [Licensed Good / Licensed Software / Licensed Method] at its own expense in the name of [PARTY A].

[PARTY A] Rights to Prosecution. If [PARTY B] fails to sue an infringer within a reasonable time, [PARTY A] may file and maintain, at its own expense, an infringement suit. 

Cooperation. On [PARTY B]'s reasonable request, [PARTY A] shall join and cooperate with [PARTY B] in an infringement suit brought by [PARTY B].

Recovery of Damages

[PARTY B] Bears Expenses[PARTY B] shall bear all costs of an infringement action commenced by [PARTY B] shall be borne by [PARTY B].

Damages Treated as Sales[PARTY B] shall retain any such recovery or damages from such an action and such recovery or damages shall be treated as sales of the [DELIVERABLE] or [Licensed Good / Licensed Software / Licensed Method].

Indemnification

Indemnification by [PARTY A]. [PARTY A] (as an indemnifying party) shall indemnify [PARTY B] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY B], and

arising out of [PARTY A]'s breach of its obligations, representations, warranties, or covenants under this agreement, or 

arising out of [PARTY B]'s proper  exercise of its rights to the [Licensed Goods / Licensed Software / Licensed Methods] under the [DELIVERABLE] and this agreement.

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify  [PARTY A]  (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement, or

arising out of [PARTY B]'s unauthorized exercise of the rights to the [Licensed Goods / Licensed Software / Licensed Methods] in breach of the [DELIVERABLE] or this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, an indemnified party shall

promptly notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and documents necessary to defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify indemnifying party of the indemnifiable proceeding, indemnifying party will be relieved of its indemnification obligations to the extent it was prejudiced by indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings.

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Definitions 

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Affiliates" means, as to any specified entity, any other entity that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified entity. For purposes of this definition, "control" of an entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether by contract or otherwise.

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by a party that such item is material or that such item is reasonably likely to result in a Material Adverse Effect with respect to such party or was required to be disclosed therein.

"Encumbrances" means any pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options or adverse claims or encumbrances of any kind or character whatsoever.

"Governmental Authority" means

(a) any federal, state, local or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of Law), or (

d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

"Law" means any

(a) applicable federal, state, local or non-U.S. law (including common law), statute, ordinance, rule, regulation, judgment, order, injunction, decree, ruling and

(b) other similar legal requirement of any governmental entity.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"[License Grant /DELIVERABLE]" is defined in section [LICENSE].

"[Licensed Goods / Licensed Software / Licensed Method]" is defined in section [LICENSE].

"Licensed Intellectual Property" is defined in section [LICENSE].

"Licensed Territory" is defined in section [LICENSE].

"Order" means any decision, order, judgment, award or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates, approvals and authorizations, from Governmental Authorities necessary for the ownership and operation of its portion of the Business.

"Representatives" includes the party's directors, officers, employees, accountants, counsel, investment bankers and consultants.

"Taxes" includes all taxes, assessments, charges, duties, fees, levies and other charges of a governmental entity, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any governmental entity, whether disputed or not, any related charges, interest or penalties imposed by any governmental entity, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Term" is defined in the [TERM] clause.

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. The parties intend that this agreement

represents the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contains all the terms the parties agreed to relating to the subject matter, and

replaces all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL], which amended terms and conditions shall be binding upon [PARTY B].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a written instrument signed by both parties.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement/[SPECIFIED AGREEMENTS].

 Independent Contractor Status

Status. The parties are independent contractors. Nothing contained in this agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the parties.

No Authority. Neither party has authority to, and shall not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Binding Effect. This [agreement /plan] benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Third Party Beneficiaries. Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] Notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement /plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrators(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages].

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Survival. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival

Survival of Core Clauses. The parties' obligations under the [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD][.][, except for:

[ENUMERATED LIST OF REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS THAT WILL SURVIVE SHORTER OR LONGER ].]

Survival

Survival of Core Clauses. The parties' obligations under the [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD][.][, except for:

[ENUMERATED LIST OF REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS THAT WILL SURVIVE SHORTER OR LONGER ].]

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any indemnifiable proceedings (whether related to direct claims between the parties or to third-party claims) the Indemnified Party has notified the Indemnifying Party of before the termination of the applicable survival period listed above.

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction

Governing Law. This [agreement / plan] will be governed, construed, and enforced according to the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

 materially affects the performance of any of its obligations under this agreement, and

 could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Overview

A Patent License Agreement is a contract between the patent owner, the licensor, and another, the licensee, that grants to the licensee the right to use, develop, manufacture, or sell the patented technology or process, rights otherwise exclusive to the patent owner. A patent grants its owner the exclusive rights to make, use, offer to sell, and sell the patented technology or process. See 35 U.S.C. §154. The licensor may grant one or all of these rights. A license is not a sale, and the Licensor remains the owner of the patent. Thus, patent licenses allow an inventor to bring her invention to market, to commercialize it, to produce it at levels beyond her individual capabilities, thus maximizing the earning potential from a new technology or process.

The Patent License Agreement governs the relationship between licensor and licensee: it establishes the rights granted to the licensee, the compensation to the licensor, which party will be responsible for enforcing the patent against infringement, how improvements to the patented technology or process, whether by the licensor or licensee, will be handled, and the conditions for terminating the license prematurely. A Patent License Agreement is governed by contract law and patent law, and by state, federal, and even international law. Additionally, because a patent grants monopoly power over new, useful inventions, the potential to stifle innovation and competition is inherent in patents and patent licenses. Therefore, parties should be careful not to include any provisions that unreasonably restrain competition or innovation, to ensure the agreement does not face antitrust scrutiny.

Key considerations in a Patent License Agreement:

  • Commercialization and Development Plans: Especially with regards to exclusive licenses, where the licensor is foregoing the possibility of licensing her patented technology or process to other licensees, the Licensor will want detailed Commercialization and Development Plans that outline the expectations for the licensee to develop and commercialize the patented technology or process, as well as a strong Licensee’s Efforts Clause obligating the licensee to make all commercially-reasonable efforts to meet the expectations of the Commercialization and Development Plans.The Termination Clause should include the right to terminate the license if the licensee fails to meet these expectations.
  • Patent Markings: 35 U.S.C. § 287(a) bars an infringement claim against a third-party who did not have notice of the patent. Correctly marking the patented product, or products incorporating the patented technology or process is the easiest way to satisfy the marking requirement. Therefore, it is important that the license requires adequate marking by the licensee.
  • Grant-Backs and Improvements: It is likely that during the life of the license, improvements on the patented technology or process will be made by the licensor or licensee. The license agreement should provide for how these improvements be handled. Will improvements by the licensor automatically license to the licensee? Will royalty rate increase? Will improvements by the licensee by assigned to the licensor, with a “grant-back” to the licensee? Would the licensee be compensated for their improvement?