For example an individual who wants to use your company logo on their products would need your permission under this type of agreement. B. SAMPLE EXCLUSIVE LICENSE AGREEMENT * This exclusive license agreement ("AGREEMENT") is effective [ ] ("Effective Date"), by and between REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through MaRS has created a sample template of an intellectual property assignment agreement to help streamline business for investors, founders and their respective legal advisors. Following the Transition I have had my own law practice since 2014 and I enjoy solving my clients problems. Notice and Cure Period. infringement. An IP license agreement generally covers rights such as distribution, reproduction, modification, publication or display. Youll have to pay an hourly charge if you go through a lawyer. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to conflicts of laws principles There are four main types of intellectual property: copyrights, patents, trademarks, and trade secrets. and proprietary materials which together constitute the brand image and language by which Licensor is known to the public are herein collectively referred to as the IP Rights); and, WHEREAS, among the components of the IP Rights are the service marks listed on Appendix A hereto for the services indicated on Appendix A Weve made our intellectual property contract in Word so you can make modifications to the document as needed. defined herein) used or held for use in connection with the Business or otherwise relating to the ADA-ES Contributed Assets and/or the Underlying Assets that will be retained by Licensor following the Closing, and Licensor may in the future own On licence agreements, stamp duty is due, and the rate of stamp duty is different in each state. The other partys bankruptcy or insolvency. US Legal Forms provides a large number of legal and tax templates and packages for business and personal needs, including License Agreement for Intellectual Property. The length of time for which the licence was given: An IP licence agreement, like any other sort of business agreement, must have a clause indicating the arrangements specific term. The right to prevent others from utilising an IP for commercial purposes comes with owning an IP. THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Intellectual Property means all intellectual property and proprietary rights, All notices, consents and other communications under this Agreement An Assignment Agreement is a contract that transfers the whole or part of intellectual property rights by the owner of such IP to the assignee, who acquires ownership over such IP including the right to prevent others from exploiting the rights so assigned. For small businesses who cannot afford to research and produce new and improved items, it saves time and effort. An Intellectual Property Licensing Agreement is a legal document under which the intellectual property ("IP") rights owner, known as "Licensor" authorizes another person or entity to use such rights, known as "Licensee", in exchange for an agreed payment, known as a "Royalty". this license agreement (this "agreement" of this "license agreement") is made and effective as of [commencement date] (the "commencement date") by and between [sender.company], a company organized and existing in [sender.country], with a registered address at [sender.address] ("licensor") and [client.company], a company organized and existing in Consideration for Licenses. I have 27 years of experience with drafting, editing, revising, reviewing and amending business and commercial contracts and agreements of all kinds. management systems or any trade secrets which may have come into the possession of Licensee. Specifically, any inventions made on company time or related to the function of the organization will be owned by the employer. Although, in circumstances when the licensee modifies the licenced intellectual property for its own unique purposes, the parties may agree that the licensee retains the modified intellectual property without interference. challenge and attempt to eliminate each Unauthorized Use. (b) pursuant to any judicial or governmental order, or to a regulatory authority or under Intellectual Property. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Increasing revenue. My clients love what I do for them because I employ a practical, client-tailored, and results-oriented approach to their case, no matter how small. Once an entity/individual has decided to licence its intellectual property, it is critical that the conditions of the licence be written down and explicitly agreed upon by both parties. It is a source of revenue for the licensor in the form of royalties, particularly when the licensors intellectual property is not in use at the moment. WHEREAS, Licensee desires to obtain, and Licensor is willing to grant to Licensee and its Affiliates, a license to the Licensed Intellectual Property (as For the avoidance of doubt, Licensee may not use the designation CNL or any other IP Rights in Licensees corporate name or as an identifier of Licensee or in any manner that may IN THE EVENT OF personally to the address as provided in this Section7.1, be deemed given upon delivery, (b)if delivered by facsimile transmission to the facsimile number as provided in this Section7.1, be deemed given upon receipt Licensee will use the Marks and other IP Rights, Approved Derivative Works and Regulatory (A) Licensor owns all proprietary rights in and to the copyrightable and/or copyrighted works . 3rd Party Works prepared for or by Licensee, or the use of Your email address will not be published. not to any particular provision of this Agreement. Licensee hereby acknowledges and agrees that it shall not at any time file any application to register, or otherwise claim ownership of, the Licensed Intellectual Property anywhere in 2) Licensor agrees to indemnify and hold Licensee, its Controlled Affiliates, You will receive it in Word and PDF formats. In some cases, an organizations core function is to grow its intellectual property as a business advantage. CCT agrees to indemnify and hold Licensor, its Affiliates, and their Representatives harmless from any and all damages, losses, costs, and liabilities (including, without limitation, reasonable legal fees and the cost of enforcing Answer a few questions and your document is created automatically. Its a way to earn money without having to work. These resources are designed for collaborations of around $100 000 or more. Competitor means any Person in the air pollution control industry with more than $10 million per year in gross revenues of activated How do you transfer intellectual property? Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. The License shall be considered fully-paid and there shall be no corporate power and authority, and has taken all corporate actions necessary to enter into this Agreement, to perform its obligations under this Agreement, and to grant the rights granted under this Agreement, and that this Agreement constitutes a in the case of an individual, to his heirs and estate, as applicable. Sample 1 Section7.2 B. constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the Parties, oral and To give you a sense of how these licenses take shape, we are pleased to provide here a number of illustrative sample agreements. 3. (a) effective from and after the distribution time, l brands ( on behalf of itself and its subsidiaries) hereby grants the vs group a non - exclusive, worldwide, perpetual, irrevocable, fully paid -up, royalty - free, non- transferable, non- sublicensable (except as set forth in section 4.11 (d)) license under the intellectual property rights certain Intellectual Property that relates to the manufacture, production, processing and/or supply of activated carbon for the control of mercury emissions from coal fired power plants; and. part or component of the IP Rights or create any expansion of the Services in violation of this Agreement, Licensee shall execute and deliver to Licensor an assignment of all rights Licensee might have created in any work, trademark, or other B. The agreement can be for commercial or non-commercial use, and in some cases it may also restrict the type of use that will occur. reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the non-public Licensed Intellectual Property. Get Started. New IP) in the Field. If Licensors and such Affiliates rights in such Additional IP are less than those described in the immediately preceding sentence, then Licensor and such Licensees Affiliates and permitted sublicensees, and their respective successors and permitted assigns. Article IV, Licensee shall not have the right to prosecute or settle an action against any Person who engages in an Unauthorized Use. other equity interest in Licensee to a Competitor. Except to the extent set forth in this . Section5.1 Confidentiality. section and the failure on the part of Licensor to respond within that thirty (30)-day period shall be presumed to operate as a rejection of such request. Outgoing Material Transfer Agreement for Human Tissues. Property means (i)the Intellectual Property of Licensor and its Affiliates as of the Closing used or held for use in connection with the Business or otherwise relating to the ADA-ES Contributed Assets and/or the Underlying Assets, Our managing attorney and founder, Karl D. Shehu, has a multidisciplinary practice encompassing estate and legacy planning, real estate law, and litigation. Consent to Jurisdiction and Service of Process; Appointment of Agent for Service of Process. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require its Affiliates to reasonably cooperate), at Licensors expense, No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by each of the parties. For example an individual who wants to use your company logo on their products would need your permission under this type of agreement. The Employee hereby agrees not to make any copies of the tangible embodiments or try to recreate them. and (c)if delivered by mail or reputable overnight carrier in the manner described above to the address as provided in this Section7.1, be deemed given upon receipt (in each case regardless of whether such notice, request or other Notwithstanding anything to the contrary herein, during the Transition Period, Licensee may continue using the existing materials containing the IP Rights subject to the terms and conditions of this Agreement. Choose your role as the licensor or licensee. Other names for the document: This might be a logo, a photograph, a tagline, etc. Treatment of additions, adjustments, and improvements: Any enhancement to the licenced intellectual propertys usability, functionality, performance, efficiency, or other features, whether done by the licensor or the licensee, might be considered an upgrade. A typical intellectual property agreement has numerous types of intellectual property licences. [SIGNATURE PAGE TO INTELLECTUAL PROPERTY LICENSE AGREEMENT]. 2. by Licensee using the IP Rights. This Intellectual Property Agreement (hereinafter referred to as the, The Parties hereby agree that the Employee assigns the Employer all the present and future rights and title, as well as the interest to all intellectual property (hereinafter referred to as. similar functions for and on behalf of such Person, 50% of the dividends paid and other distributions made by such Person prior to liquidation or 50% of the assets of such Person or proceeds from the sale thereof upon liquidation. (c) Notwithstanding anything to the contrary in paragraphs (a)and (b)of this Section2.3 above, but 1. A Licensing Agreement Form is significant since it ensures that the maker or creator of a product is appropriately paid and grants that the consumer of his creation has limited rights under the brand's conditions. The franchiser has typically built a reputation for his trademark and, through a licence agreement, allows the franchisee to use it under specific terms, such as maintaining the quality of goods and services, because the brands goodwill is at stake. CCT shall at all times during the Term of this Agreement comply This License Agreement grants to the licensee a non-exclusive right. If you assign an IP right to someone else, you are permanently transferring that right and will have to repurchase it if you want to use it again. parties against Licensor, its Affiliates, or any of their Representatives involving or arising from the products and services advertised and sold by Licensee or its use of IP Rights including without limit in Regulatory Filings by Licensee to the Complete the document Answer a few questions and your document is created automatically. During the Term of this effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Disclosing Party, its Affiliates or Controlled Affiliates (as applicable) and their Representatives; (3)as compelled or required by a valid subpoena or other legal mandate; provided, however, in the event that the Disclosing Party or He is willing to try every case to verdict, and he meticulously prepares every case for trial. their Representatives to the extent necessary to permit CCT, its Controlled Affiliates, and its and their Representatives to produce Licensees products and services and with respect to Licensor, to its Affiliates and its and their rights, interests or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the other Party. examples of full sentences; zombie apocalypse character ideas. LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. option, either in electronic (to the extent available) or hard copy) (a)copies of all documentation that is in Licensors possession or control Security Exchange Commission - Edgar Database, EX-10.56 16 dex1056.htm INTELLECTUAL PROPERTY LICENSE AGREEMENT, ViewedSeptember 26, 2021, https://www.sec.gov/Archives/edgar/data/1223112/000119312508229649/dex1056.htm. Except as set forth in the Policies& its Representatives receive such a subpoena or other legal mandate, it shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable of the date the Disclosing Party is required to make such disclosure How you manage your intellectual property can make or break your organization. Except as set forth in this Agreement, such license as may be granted in this Agreement may not be assigned, pledged, encumbered or otherwise transferred by The Parties agree that this Agreement will bind upon the Employees heirs, successors and assigns for the sake of the benefit of the Employer and the Employers heirs, successors and assigns. as of the Closing, on the terms and conditions set forth herein, Licensor hereby grants to Licensee and its Affiliates a perpetual, worldwide, royalty-free, fully paid up, exclusive license to use the Licensed Intellectual Property (other than the Section3.3 No Support of Licensed Intellectual Property. However, IP licensing agreements typically all include these 10 key terms: 1. Licensee will provide Licensor with representative samples of any new materials that use or contain the IP Rights that have been prepared for, in connection with, or Any product improvements, developments and IP to be retained by the Licensor. If Licensee Regulatory Filings or Approved Derivative Works materials or deliverables created by Licensee for the purpose of publicly advertising or marketing the products and services of the Licensee be considered Confidential Information. A patent license agreement will also define the amount of royalties the licensee owes the licensor. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE This article entails about Intellectual property license agreement sample for NRIs. E. Non-Confidential Information. interpretation of or performance under the Policies& Standards, the parties hereto agree to submit such disputes to binding arbitration before a panel of three (3)arbitrators in accordance with the Commercial Arbitration Rules, as If a licence grant includes the right to sublicense, this must be included in the agreement. The transfer of intellectual property is a highly complex topic that should be guided by independent IP advisors. Licensor may assign this Agreement, in whole or in part, in connection with and to the extent of its assignment or other transfer of any of the Licensed Intellectual Property. be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any Attorney Shehu began his legal career as a consumer lawyer, utilizing fee-shifting statutes to force unscrupulous businesses to pay the legal fees of aggrieved consumers. You will be able to modify it. This Agreement allows you to include information about the licenced property. In addition, Attorney Shehu has written extensively on the Twenty-fifth Amendment and law firm retention by multinational firms. You will receive it in Word and PDF formats. Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a)such provision will be Consultants. The IP Toolkit has a range of model tools and model contracts aimed at facilitating the collaboration process. Both are modeled after contracts developed by Newell-Rubbermaid, a leader in brand licensing. (e) Any purported assignment in violation of this Section7.12 shall be null and void. How does an asset purchase agreement work with debt? 1. As a Certified Dream Manager, she couples the skills of listening to understand the big picture to get to solutions that not only fit today's needs but also the long term needs of her entrepreneurial clients.. To the extent that the IP Rights licensed hereunder include any trade secrets, Licensee shall not reveal, distribute or otherwise disclose the trade secrets to any third party. sponsorships, events, awards, press releases, quarterly and annual reports, presentations, photographs, forms, and electronic media as it relates to Licensor and its Affiliates (the name and mark CNL and the other intellectual property The agreement also outlines the licensor's terms for how the intellectual property can be used. The most frequent technique is to specify the royalties as a percentage of income; however, additional options include: A set amount that is paid on a regular basis; A fee dependent on the number of units manufactured or sold; Royalties for early-stage technologies can be based on development costs. The non-public information has been filed with the Commission. Table of Contents Cover Title Page Introduction Coming Full Circle Advanced Persistent Threat (APT) Next Generation Technology "Hackers" Forget Everything You Think You Know About Penetration Testing How This Book Is Organized Chapter 1: Medical Records (In)security An Introduction to Simulating Advanced Persistent Threat Background and Mission Briefing Payload Delivery Part 1: Learning . Section7.11 Entire Agreement, Conflict. Transferred Intellectual Property means the Intellectual Property that, immediately prior to the Closing, was owned by Licensor Priori's patent license agreement sample can help you understand the important terms business . OTHER OPERATIVE AGREEMENTS, NO PARTY MAKES, AND NO PARTY RECEIVES, ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF the best offer provided by Licensee, then Licensor shall provide a reasonably detailed summary of the price and other material terms of the proposed arrangement with such Proposed Licensee and offer such license to Licensee on the same terms. Receive flat-fee bids from lawyers in our marketplace to compare. Marks and certain copyrighted works, each only in connection with the promotion of Licensees relationship with Licensor in connection with advertising or promoting Licensees products and services, for use in Regulatory Filings (as herein Decide whether the license is exclusive or not. C. Infringement. Section3.1 No Ownership Claim by Licensee. A Licensing Agreement is a legal document between two parties - the Licensor, or person who owns the intellectual property (IP), and the Licensee, or person who is receiving a license to use the IP. Notwithstanding Section5.1, confidential Licensed Intellectual Property may be disclosed by IP Rights found in any such works that were not created by any employee, manager, executive, director, contractor, or Affiliate (but not to include the CCT Advisor) or Licensor and that fail to comply with any of the Policies& Standards or (c) Notwithstanding Section7.12(a) above, without the prior written consent of Licensor, Licensee may assign this Agreement, in whole or in As a result, with an assignment, you usually get more money up front. Thanks for submitting. This makes Disney impossibly unique and hard to replicate. Licensee acknowledges that Licensor has provided, or will make available, to Licensee certain policies and standards necessary for the preservation of the Licensors intellectual property and proprietary materials, include, but are not limited to: Licensors proprietary management systems, trade secrets, trade names, corporate names, product names, service marks, tag lines and Please click through to view a range of sample license agreements. royalty or other fee due for the license granted to the Licensee herein during the period this Agreement is in effect as well as for the Transition Period. The following are sample agreements only. This BRAND LICENSE courier service, or the day of receipt by the other party if given by facsimile letter (or the next business day if the day of receipt is not a business day). Increasing market penetration. (the Effective Date) by and between CNL INTELLECTUAL PROPERTIES, INC., a Florida corporation by any employee, manager, executive, director, contractor, or Affiliate of Licensor (but not to include CNL Fund Advisors Company (the CCT Advisor)). Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement. Distribution system design practices including computational fluid dynamics modeling. Thats why I constantly stay on top of the latest developments in the law and business of startups, entertainment, art, intellectual property, and commercial enterprise. affairs and dealings as they relate to its relationship and this license with Licensee provided such use by Licensor (or its affiliates) complies with all applicable state and/or federal laws, rules or regulations (collectively, Licensors License Agreement for Technology: The licensee is allowed to exercise rights relating to patents, utility models, or know-hows that are protected by a trade secret owned by the licensor under this agreement. Federal, state or other law, rule or regulation; and shall timely furnish to the other parties a written certificate to the reasonable satisfaction of the other party certifying that such destruction has taken place. The danger allocation part considerations the liability of the parties to each other (as opposed to third-party actions lined by the indemnity provisions). Bid Template Version 2-05-08, confidential commercial ACI system sizing and bid development spreadsheet developed by ADA-ES mercury Control systems Groupnone; Reference: . Agreement, Licensee, on behalf of itself and its Affiliates, agrees not to disclose to any third party any confidential information included in the Licensed Intellectual Property and agrees to treat such Licensed Intellectual Property in the same The licensor keeps ownership of the property and continues to profit from it. Consequently, licensing agreements must include the following mandatory clauses: 1. Disclosing Party) shall be entitled to disclose Confidential Information about the other parties (the Non-Disclosing Parties): (1)where CCT is the Disclosing Party, to its Controlled Affiliates and its and Section5.4 Employees; A license agreement starts with a statement expressing when the contract would operate. Intellectual Property License Agreement. Is it necessary to have a written licence agreement? the books and records relating to the acquisition and development of such Intellectual Property (and make confidential copies thereof); provided, however, that if any Member of Licensee is a Competitor, no such right of audit shall Beckman Coulter Life Sciences' mission is to empower those seeking answers to life's most important scientific and healthcare questions. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of financing sources (whether actual or potential) and permitted sublicensees; provided that Licensee ensures that any such Persons are bound in writing by obligations of confidentiality and non-disclosure at least as strict as those contained portions of the exhibit that have been omitted pursuant to a request for confidential information. Approved Derivative Works or the Regulatory Filings that contain IP Rights subject to the retained ownership by Licensor of the Marks and IP Rights contained in such Approved Derivative Works or Regulatory Filings and Retained Rights and all What are the advantages of Intellectual property license agreement sample ? from coal fired power plants or (ii)any application or use competitive with the control of mercury emissions from coal fired power plants. Exclusive License Agreement with Equity. 3. Several acts governing various categories of IP, such as trademarks, copyrights, patents, and designs, require that the licence agreement be in writing. Make use of the Search field if you want to find another document template. A license agreement is a document in which one party, the licensor, gives another party, the licensee, permission to use a particular property under certain conditions.
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