Free Legal Intellectual Property Technology Transfer Agreement

This Agreement is entered into on this day, [Insert Date], by and between [Your Company Name], a corporation organized and existing under the laws of [State/Country], with its principal place of business located at [Your Company Address], hereinafter referred to as the "Licensor", and [Other Company Name], a corporation organized and existing under the laws of [State/Country], with its principal place of business located at [Other Company Address], hereinafter referred to as the "Licensee".

WHEREAS, the Licensor is the owner of certain intellectual property rights, including patents, copyrights, trademarks, and trade secrets hereinafter referred to as the "Technology";

WHEREAS, the Licensee desires to obtain a license to use, develop, manufacture, and sell products based on the Technology, and the Licensor is willing to grant such a license to the Licensee under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

I. Definition of Terms

A. "Technology" refers to all intellectual property rights, including patents, copyrights, trademarks, and trade secrets as owned by the Licensor.

B. "License" means the non-exclusive, non-transferable right to use, develop, manufacture, and sell products incorporating the Technology.

C. "Territory" means the geographical area in which the Licensee is authorized to exploit the Technology, specifically [Countries/Regions].

D. "Effective Date" refers to the date on which this Agreement is executed by both parties.

II. Grant of Rights

A. License Grant: The Licensor hereby grants to the Licensee a non-exclusive, non-transferable license to use the Technology within the Territory for the purpose of developing, manufacturing, and selling products based on the Technology.

B. Restrictions: The Licensee shall not sublicense, assign, or otherwise transfer its rights under this License without the prior written consent of the Licensor.

C. Retention of Rights: The Licensor retains all rights not expressly granted to the Licensee herein, including the right to use, develop, and commercialize the Technology outside the Territory.

III. Financial Terms

A. License Fee: The Licensee shall pay the Licensor a one-time license fee of $[Amount] within 30 days of the Effective Date.

B. Royalties: The Licensee agrees to pay the Licensor a royalty of [Percentage]% of net sales of products incorporating the Technology, payable quarterly.

C. Payment Terms: All payments hereunder shall be made in US dollars and shall be exclusive of any taxes, duties, or levies, which shall be the responsibility of the Licensee.

D. Audit Rights: The Licensor shall have the right, upon reasonable notice and not more than once per calendar year, to audit the Licensee's records to verify compliance with the financial terms of this Agreement.

IV. Development and Commercialization

A. Development Obligations: The Licensee shall use reasonable efforts to develop, manufacture, and commercialize products incorporating the Technology within 24 months from the Effective Date.

B. Commercialization: The Licensee shall commence commercial sale of products incorporating the Technology no later than 36 months from the Effective Date.

C. Reporting: The Licensee shall provide the Licensor with quarterly reports detailing progress in development, manufacturing, and commercialization efforts.

V. Intellectual Property Ownership and Rights

A. Ownership: The Licensor retains all ownership rights to the Technology. Any improvements or modifications to the Technology made by the Licensee during the term of this Agreement shall be promptly disclosed to the Licensor and shall become the sole property of the Licensor.

B. Patent Prosecution and Maintenance: The Licensor shall be responsible for the filing, prosecution, and maintenance of patents related to the Technology and shall bear all associated costs.

C. Infringement: The Licensee shall promptly notify the Licensor of any infringement of the Technology by third parties. The Licensor shall have the sole right to decide whether to take legal action against such infringement.

VI. Confidentiality

A. Confidential Information: Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party during the term of this Agreement and for five years thereafter.

B. Exceptions: Confidential information does not include information that (i) is or becomes publicly known through no fault of the receiving party; (ii) is received from a third party without breach of any confidentiality obligation; or (iii) was independently developed without access to the other party’s confidential information.

C. Disclosure: Confidential information may be disclosed if required by law or court order, provided that the disclosing party gives the other party prompt notice of such requirement to allow for the seeking of protective orders.

VII. Warranties and Representations

A. Licensor Warranties: The Licensor represents and warrants that it has the full right and authority to grant the rights described in this Agreement and that the Technology does not infringe upon or violate the intellectual property rights of any third party.

B. Licensee Warranties: The Licensee represents and warrants that it will use the Technology in compliance with all applicable laws and regulations.

VIII. Indemnification

A. By Licensor: The Licensor agrees to indemnify, defend, and hold harmless the Licensee against all claims, damages, losses, and expenses arising from a breach of the Licensor’s warranties and representations.

B. By Licensee: The Licensee agrees to indemnify, defend, and hold harmless the Licensor against all claims, damages, losses, and expenses arising from the Licensee's use of the Technology, except for those resulting from the Licensor’s breach of warranties.

IX. Term and Termination

A. Term: This Agreement shall commence on the Effective Date and shall continue in effect for a period of 10 years unless earlier terminated as provided herein.

B. Termination for Cause: Either party may terminate this Agreement upon 60 days written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within the notice period.

C. Effects of Termination: Upon termination, the Licensee shall immediately cease all use of the Technology and return or destroy all materials related to the Technology. Any obligations intended to survive termination (including confidentiality, indemnification, and dispute resolution) shall continue in effect beyond termination.

X. Dispute Resolution

A. Negotiation and Mediation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. If unresolved within 30 days, the parties agree to submit the dispute to mediation before resorting to arbitration or litigation.

B. Arbitration: Should mediation fail to resolve the dispute, the parties agree that any dispute shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

XI. Miscellaneous Provisions

A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

B. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

C. Amendments: No amendment or modification of this Agreement shall be deemed effective unless in writing and signed by both parties.

D. Notices: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the second day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed.

Signatures

This Agreement is executed by the duly authorized representatives of the Licensor and Licensee as of the Effective Date.

Licensor

[Signature]

[Name]

[Title]

[Date]

Licensee

[Signature]

[Name]

[Title]

[Date]

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