Intellectual Property Royalty Agreement

This Intellectual Property Royalty Agreement (the "Agreement") is entered into on [Date], by and between:

[Your Company Name], a company registered under the laws of [Your Country/State], having its principal place of business at [Your Company Address] (hereinafter referred to as the "Owner"),

and

[Your Partner Company Name / Second Party], a company registered under the laws of [Partner's Country/State], having its principal place of business at [Partner's Company Address] (hereinafter referred to as the "Recipient").

Background

Owner is the sole and exclusive owner of certain intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets (the "Intellectual Property").

Recipient desires to obtain certain rights to use the Intellectual Property and is willing to pay royalties to Owner in exchange for such rights. The parties acknowledge that the Intellectual Property is valuable and that this Agreement is necessary to protect the interests of both parties.

Agreement

In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of Rights

Owner hereby grants to Recipient a non-exclusive, non-transferable license to use the Intellectual Property solely for the purposes set forth in this Agreement. Recipient acknowledges that this license does not grant any ownership rights in the Intellectual Property to Recipient.

2. Royalties

1. Recipient shall pay to Owner royalties in the amount of [00]% of [$000,000] of products or services incorporating or utilizing the Intellectual Property. Net Sales shall be calculated as the gross revenue generated from the sale of products or services that incorporate or utilize the Intellectual Property.

2. Royalties shall be paid [Quarterly], within [00] days after the end of each [Payment Period]. Late payments shall accrue interest at the rate of [00]% per annum from the due date until paid in full.

3. Accounting and Reports

1. Recipient shall keep accurate records of all sales and uses of products or services incorporating or utilizing the Intellectual Property. Upon reasonable notice, Owner shall have the right to audit Recipient's records related to the calculation and payment of royalties.

2. Recipient shall provide Owner with a written report detailing the calculation of royalties due under this Agreement, along with payment, on or before each payment due date. The report shall include a breakdown of sales, applicable royalty rates, and any deductions or adjustments made.

4. Term and Termination

1. This Agreement shall commence on the effective date and shall continue in full force and effect until terminated as provided herein. Either party may terminate this Agreement upon [00] days written notice to the other party in the event of a material breach of any provision of this Agreement by the other party.

2. Upon termination of this Agreement for any reason, Recipient shall immediately cease all use of the Intellectual Property and shall return or destroy all copies of any materials containing or embodying the Intellectual Property within [00] days of termination.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively through arbitration in [Arbitration Location] in accordance with the rules of the [Arbitration Association].

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may only be modified or amended in writing signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[Your Company Name]

By: ____________________________

[Your Name]

[Your Title]

[Date]

[Your Partner Company Name / Second Party]

By: ____________________________

[Partner's Name]

[Partner's Title]

[Date]

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