Intercompany Licensing Agreement
I. Agreement Overview
This Intercompany Licensing Agreement ("Agreement") is made and entered into on May 15, 2050, by and between:
[Your Company Name], a corporation incorporated under the laws of Texas, with its principal place of business at [Your Company Address] ("Licensor"), and
StarTerra, a corporation incorporated under the laws of Texas, with its principal place of business at Houston, TX 77001 ("Licensee").
The purpose of this Agreement is to define the terms and conditions under which [Your Company Name] grants StarTerra a license to use certain intellectual property ("IP") owned by [Your Company Name] for the mutual benefit of both parties.
II. Grant of License
[Your Company Name] hereby grants to StarTerra, and StarTerra accepts, a non-exclusive, non-transferable, and revocable license to use the IP under the following conditions:
1. Scope of the License
The license grants StarTerra the right to use, reproduce, and distribute the licensed IP within the geographic area of North America for the purpose of promoting and selling related products and services.
2. License Restrictions
StarTerra may not sublicense, assign, or transfer the rights granted under this Agreement to any third party without the prior written consent of [Your Company Name].
The IP cannot be used for any purpose other than the agreed-upon scope of this Agreement.
III. Intellectual Property Rights
1. Ownership of IP
All intellectual property rights, including copyrights, trademarks, patents, and trade secrets, in and to the licensed materials remain the exclusive property of [Your Company Name]. This Agreement does not grant StarTerra any ownership interest in the IP.
2. Protection of IP
StarTerra agrees to take all necessary actions to protect the IP and prevent its unauthorized use, reproduction, or distribution. In the event of any infringement of the licensed IP, StarTerra shall promptly notify [Your Company Name] and cooperate in any legal action to protect the IP.
IV. Payment Terms
1. Licensing Fees
As consideration for the license granted, StarTerra agrees to pay [Your Company Name] a licensing fee of $500,000 per annum, payable in advance at the beginning of each calendar year.
2. Additional Royalties
In addition to the licensing fees, StarTerra shall pay a royalty of 5% of the gross revenue generated from the sale of products and services incorporating the licensed IP. Royalties are due 30 days after the end of each quarter.
3. Payment Method
All payments under this Agreement shall be made to the designated bank account of [Your Company Name], or as otherwise directed by [Your Company Name].
V. Duration and Termination
1. Agreement Duration
This Agreement shall be effective as of May 15, 2050, and will remain in effect for an initial term of three (3) years. The Agreement may be renewed upon mutual written consent of both parties.
2. Termination for Convenience
Either party may terminate this Agreement for any reason by providing 90 days written notice to the other party.
3. Termination for Breach
If either party breaches a material term of this Agreement and fails to remedy such breach within 30 days of receiving written notice, the non-breaching party may terminate this Agreement immediately.
VI. Confidentiality
Both parties agree to keep all confidential information, including the terms of this Agreement, proprietary data, trade secrets, and other sensitive business information, confidential and not disclose it to third parties without the prior written consent of the disclosing party, except as required by law.
VII. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Texas, without regard to its conflict of law provisions. Any dispute arising from this Agreement shall be resolved through binding arbitration in Houston, Texas, in accordance with the rules of the American Arbitration Association.
VIII. Signatories
For [Your Company Name]:
Name: [Your Name]
Job Title: Chief Executive Officer
Date: May 15, 2050
For StarTerra:
Name: Rocky Orn
Job Title: Chief Legal Officer
Date: May 15, 2050
Should you have any questions regarding this Agreement, please feel free to contact [Your Name] at [Your Email] or [Your Company Email].
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