[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-license-agreement-exclusive-and-non-transferable-right-D1024":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"LICENSE AGREEMENT This License Agreement - Exclusive and Non-Transferable (the ��Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE: WHEREAS [YOUR COMPANY NAME] is the owner of the entire and undivided right, title and interest in and to certain inventions and proprietary rights relating to [description of the technology]; WHEREAS [YOUR COMPANY NAME] is willing to license said technology to [COMPANY NAME] under the specific provisions and restrictions hereinafter provided for: NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS \"Affiliate(s)\" shall mean any corporation or other business entity controlled by or in common control of a party. \"Control\" as used herein means ownership directly or through one or more Affiliates, of [PERCENTAGE %] or more of the shares of the share capital entitled to vote for the election of directors, in the case of any corporation, or [PERCENTAGE %] or more of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity. \"Licensed Patents\" shall mean the patents and patent applications as specified in Schedule A, as amended from time to time, as well as any patents and patent applications which claim priority from any such patent or patent applications including without limitation any addition, continuation, continuation-in-part, division, extension, reissue, re-examination, application or substitution with respect thereto. \"Licensed Products\" means any product, apparatus, method or service the manufacture, use, sale or lease of which: is covered by a Valid Claim of an issued, unexpired Licensed Patent, in a jurisdiction where said manufacture, sale, use and lease is carried out; or is covered by any claim being prosecuted in any pending application for the Licensed Patent; and is listed in Schedule B. \"Net Revenues\" shall mean the gross invoice price for sales or transfers of Licensed Products to final users by [COMPANY NAME], less the following deductions where they are factually applicable and are not already reflected in the gross invoice price: discounts allowed and taken, in amounts customary in the trade; and consumption and other taxes imposed upon and with specific reference to particular sales; and actual bad debts which [COMPANY NAME] can prove and document shall be considered by a deduction of no more than [PERCENTAGE %] of the gross invoice price for each accounting period. The Net Revenues for Licensed Products sold by [COMPANY NAME] or any of its Affiliates, or any third party enjoying a special course of dealing with [COMPANY NAME], shall be determined by reference to the Net Revenues which would be applicable in an arm's length transaction. \"Territory\" means the world. \"Valid Claim\" shall mean any claim contained in any pending patent application or issued patent included within the Licensed Patents which has not been abandoned or declared invalid in a non-applicable order and which would be infringed by the manufacture or sale of Licensed Products in the absence of the license granted in this Agreement. GRANT AND OBLIGATIONS OF [COMPANY NAME] [YOUR COMPANY NAME] hereby grants and hereby accepts an exclusive and non-transferable license under Licensed Patents in the Territory to manufacture, have manufactured, use, sell and have sold the Licensed Products. [COMPANY NAME] shall have the right to grant sublicenses to its Affiliates and to third parties that are approved by [YOUR COMPANY NAME], such approval not to be unreasonably withheld. Each such sublicense shall be consistent with the terms hereof and shall be terminable at [YOUR COMPANY NAME]'s option upon the termination of this Agreement. [COMPANY NAME] shall furnish [YOUR COMPANY NAME] with a copy of each sublicense with a third party. In connection with the grant to [COMPANY NAME] above, during the term hereof, [YOUR COMPANY NAME] agrees to furnish to [COMPANY NAME] any new information or data accumulated by [YOUR COMPANY NAME] relative to the Licensed Patents, and shall make appropriate personnel available to [COMPANY NAME] to the extent necessary to transmit the foregoing. [YOUR COMPANY NAME] has the right to make, use, and grant non-exclusive licenses to make and use, for research purposes only, and not for any commercial purpose, the subject matter described and claimed in the Licensed Patent. [COMPANY NAME] shall obtain all necessary governmental or regulatory approval [COMPANY NAME] deems necessary to use or to commercialize the Licensed Patents and the Licensed Products. [COMPANY NAME] agrees to mark the Licensed Products sold in [COUNTRY] in accordance with [COUNTRY] Patent [YOUR COUNTRY LAW] and with all applicable [COUNTRY] patent numbers. All Licensed Products shipped to or sold in other countries will be marked in a manner as to conform with the patent laws and practice of the country of manufacture or sale or use. ROYALTIES, RECORDS AND REPORTS In consideration for the grant of the license to [COMPANY NAME] in section 2.1, [COMPANY NAME] agrees to pay to [YOUR COMPANY NAME] a royalty of [PERCENTAGE %] of the Net Revenues of all Licensed Products sold by [COMPANY NAME] and its Affiliates or sub-licensees. On sales between [COMPANY NAME] and its Affiliates or sub-licensees for resale, the royalty shall be paid on the resale to third party. [COMPANY NAME] shall report to [YOUR COMPANY NAME] the date of first sale of Licensed Products in each country of the Territory within [NUMBER] days of occurrence. [COMPANY NAME] shall keep, and shall require its Affiliates and sub-licensees to keep, such records as may under recognized accounting practice enable royalty due under this Agreement to be accurately determined. [COMPANY NAME] shall permit a firm of certified public accountants, selected by [YOUR COMPANY NAME] and acceptable to [COMPANY NAME], upon request of [YOUR COMPANY NAME] and to examine such records no more than once in each calendar year during normal business hours for the purpose of verifying [COMPANY NAME]'s reports and accounting hereunder and determining the correctness of said accountings and the royalty payments made by [COMPANY NAME] to [YOUR COMPANY NAME]. Such examination will be at the cost of [COMPANY NAME]. [COMPANY NAME] shall within [NUMBER] days after the [DATE] and [DATE] of each year deliver to [YOUR COMPANY NAME] a true and accurate report as provided in Schedule C, giving such particulars of the business conducted by [COMPANY NAME] during the preceding [NUMBER] calendar months as are pertinent to an accounting for royalty under this Agreement. Such report shall include a description and the number of Licensed Products manufactured and sold, Net Revenues including deductions made and royalty due. [COMPANY NAME]ultaneously with the delivery of each report to [YOUR COMPANY NAME], [COMPANY NAME] shall pay the royalty due for the period covered by such report. If no royalties are due, it shall be so reported. All amounts payable hereunder by [COMPANY NAME] to [YOUR COMPANY NAME] shall be payable in [COUNTRY] to the address indicated by [YOUR COMPANY NAME]. Conversion of foreign currency to [COUNTRY] [AMOUNT] shall be made at the conversion rate existing in [COUNTRY] (as reported by the [COMPANY NAME]) on the last working day of each royalty period. Payment shall be without deduction of exchange, collection or other charges.",null,"License Agreement Exclusive and Non-Transferable_Right","11",105,"doc","https://templates.business-in-a-box.com/imgs/1000px/license-agreement_exclusive-and-non-transferable_right-D1024.png","https://templates.business-in-a-box.com/imgs/250px/1024.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1024.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"License Agreements","/templates/license-agreement/","license agreement exclusive non transferable right","License Agreement Exclusive and Non-Transferable_Right Template","https://templates.business-in-a-box.com/imgs/400px/1024.png","https://templates.business-in-a-box.com/imgs/600px/1024.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,101,117,132,147,160],{"label":38,"url":39,"thumb":40,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":42,"url":43,"thumb":44,"extension":10},"License Agreement Non Exclusive and Non Transferable_Royalties","/template/license-agreement-non-exclusive-and-non-transferable-royalties-D1026","https://templates.business-in-a-box.com/imgs/250px/1026.png",{"label":46,"url":47,"thumb":48,"extension":10},"License Agreement Non-Exclusive License to Manufacture","/template/license-agreement-non-exclusive-license-to-manufacture-D1245","https://templates.business-in-a-box.com/imgs/250px/1245.png",{"label":50,"url":51,"thumb":52,"extension":10},"Exclusive Right to Sell","/template/exclusive-right-to-sell-D1174","https://templates.business-in-a-box.com/imgs/250px/1174.png",{"label":54,"url":55,"thumb":56,"extension":10},"Non Exclusive Distribution Agreement","/template/non-exclusive-distribution-agreement-D12744","https://templates.business-in-a-box.com/imgs/250px/12744.png",{"label":58,"url":59,"thumb":60,"extension":10},"Non-Exclusive Teaming Agreement","/template/non-exclusive-teaming-agreement-D12836","https://templates.business-in-a-box.com/imgs/250px/12836.png",{"label":62,"url":63,"thumb":64,"extension":10},"Non-Exclusive Sales Representative Agreement","/template/non-exclusive-sales-representative-agreement-D12813","https://templates.business-in-a-box.com/imgs/250px/12813.png",{"label":66,"url":67,"thumb":68,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":70,"url":71,"thumb":72,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":74,"url":75,"thumb":76,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":78,"url":79,"thumb":80,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":82,"url":83,"thumb":84,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":100},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":94,"description":6},"software license agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":20,"url":99},"license-agreement","/template/software-license-agreement-D12928",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":115,"url":116},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[142],{"label":143,"url":144},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":148,"descriptionCustom":6,"label":149,"pages":104,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":158,"url":159},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[156,157],{"label":17,"url":97},{"label":17,"url":97},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":174,"url":175},"TRADEMARK LICENSE AND ROYALTY AGREEMENT This Trademark License and Royalty Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor is the owner of the [COUNTRY] rights to those trade marks (\"Marks\") listed in Schedule \"A\"; AND WHEREAS the Licensor and the Licensee have entered into an agreement of even date (the \"Asset Purchase Agreement\") pursuant to which the Licensor has sold to the Licensee and the Licensee has purchased from the Licensor all the assets of the [NUMBER] centers currently operated by the Licensor in the Province of [STATE/PROVINCE] (the \"Licensor\"); WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the Province of [STATE/PROVINCE] for a period of [NUMBER] years from the date hereof and to permit the Licensee to use the \"Licensor\" name jointly with its \"[COMPANY NAME]\" brand name on the [COMPANY NAME] as well as on the [NUMBER] [COMPANY NAME] shops currently owned and operated by the Licensee (the \"[COMPANY NAME]\"), as well as any new centers opened and operated by the Licensee in the Province of [STATE/PROVINCE] under one or both of the \"[COMPANY NAME]\" and \"[COMPANY NAME]\" names (the \"[COMPANY NAME]\"), in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein, the parties agree as follows: WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the [STATE/PROVINCE] for a period of ten (10) years from the date hereof and to permit the Licensee to use the [SPECIFY] name jointly with its [SPECIFY] brand name on the [SPECIFY] Centers as well as on the [NUMBER] of [SPECIFY] shops currently owned and operated by the Licensee, as well as any new centers opened and operated by the Licensee in the [STATE/PROVINCE] under one or both of the [SPECIFY] and [SPECIFY] names, in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; DEFINITIONS AND INTERPRETATION In this Agreement the following terms shall have the following meanings: Definitions \"Affiliate\" has the meaning given to \"affiliated body corporate\" by the [COUNTRY] Business Corporations [ACT/LAW/RULE]. \"Centers\" means, collectively, the Licensor, [COMPANY NAME] and [COMPANY NAME], as each such term is defined in the preamble hereto. \"Gross Sales\" for any period means the total of all amounts directly or indirectly received or receivable during that period by the Centres (whether evidenced by cash, check, credit card or otherwise in any manner) from the sale of goods or the provision of services by the Centres, together with all other income generated during that period from all other business of any nature conducted at or originating from the Centres and all proceeds received by the Licensee during that period from any business interruption insurance in respect of the Centres. Gross Sales does not, however, include the amount of any provincial retail sales-tax or other direct tax imposed by any duly constituted governmental authority on the sale of goods or services which is required to be collected at the point of sale from the customer by the Licensee as agent for such authority. \"Marks\" means the trade marks, trade names, design marks and other commercial symbols listed in Schedule \"A\" and all other trade names, trade marks, design marks and commercial symbols which the Licensor may from time to time designate for use in the operation of the Centres. \"Notice\" means written notice given in accordance with Section 15. Extended Meanings Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. Interpretation Not Affected by Headings The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] without regard to its conflicts of [YOUR COUNTRY LAW] rules. In the event that this Agreement is sought to be enforced in any jurisdiction other than the Province of [STATE/PROVINCE], the parties intend that the court of such jurisdiction shall apply [STATE/PROVINCE] [YOUR COUNTRY LAW]. Where actions or proceedings are instituted in a court of a jurisdiction other than [STATE/PROVINCE], the rules of procedure and process of such claims shall be those of said jurisdiction other than [STATE/PROVINCE] notwithstanding that the Agreement shall be interpreted in accordance with the [YOUR COUNTRY LAW] of [STATE/PROVINCE] without regard to its conflict of [YOUR COUNTRY LAW] rules. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the Province of [STATE/PROVINCE] or of any other province of [COUNTRY] and, by execution and delivery of this Agreement, each of the parties hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties hereto at their respective addresses set forth in Section 15 hereof. Each of the parties hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Funds All amounts referred to in this Agreement are in the lawful money of [COUNTRY], unless otherwise stated. Financial Documents All calculations and financial documents required to be made or produced under or pursuant to this Agreement shall be made or produced in accordance with generally accepted accounting principles which are from time to time approved by the [COUNTRY] Institute of Chartered Accountants as set forth in the publication known as the [SPECIFY] and applicable as at the date on which any calculation or financial document is required to be made or produced, save and except as may be specifically provided herein. Severability If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Business Day In the event that any action to be taken hereunder falls on a day, which is not a Business Day, then such action shall be taken on the next succeeding Business Day. Preamble The preamble forms an integral part of this Agreement. GRANT OF LICENSE Grant and Term","Trademark License and Royalty Agreement","12",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-and-royalty-agreement-D970.png","https://templates.business-in-a-box.com/imgs/250px/970.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#970.xml",{"title":6,"description":6},[170,171],{"label":17,"url":97},{"label":172,"url":173},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license royalty agreement","/template/trademark-license-and-royalty-agreement-D970",false,{"seo":178,"reviewer":189,"quick_facts":193,"at_a_glance":196,"personas":200,"variants":225,"glossary":253,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Exclusive Non-Transferable License Agreement Template (Free Word)","Free exclusive non-transferable license agreement template. Grants sole usage rights while preventing sublicensing or assignment. Used in 190+ countries. Free Word and PDF download.","exclusive non-transferable license agreement",[183,184,185,186,187,188],"exclusive license agreement template","non-transferable license agreement","license agreement template word","exclusive license agreement template free","intellectual property license agreement","exclusive rights license contract",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":195,"signature_required":195},"advanced",true,{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"An Exclusive Non-Transferable License Agreement is a legally binding contract in which a licensor grants a single licensee the sole right to use a defined piece of intellectual property — software, a patent, a trademark, or creative work — while prohibiting that licensee from assigning or sublicensing those rights to any third party. This free Word download covers all core provisions and can be edited online and exported as PDF for execution.\n","Use it when you want one specific party to be the only entity authorized to use your IP within a defined scope, territory, or time period, and when you need to ensure those rights cannot be passed on without your explicit consent. It is also appropriate when a licensee is willing to pay a premium for exclusivity and you want enforceable restrictions in writing.\n","Grant of exclusive rights, non-transferability and sublicensing restrictions, defined scope and territory, license fees and royalties, IP ownership confirmation, representations and warranties, term and termination, and governing law. A confidentiality clause and audit rights provision are also included to protect both parties.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Software developers and ISVs","Licensing proprietary software to a single enterprise client with exclusivity in a vertical","persona-software-developer",{"title":206,"use_case":207,"icon_asset_id":208},"Patent holders and inventors","Granting one manufacturer the exclusive right to produce a patented product","persona-inventor",{"title":210,"use_case":211,"icon_asset_id":212},"Creative professionals and artists","Licensing original music, photography, or design to a brand for exclusive commercial use","persona-creative-professional",{"title":214,"use_case":215,"icon_asset_id":216},"Startup founders","Licensing proprietary technology to a strategic partner while retaining full ownership","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"Publishing and media companies","Granting exclusive distribution rights for written or audiovisual content in a territory","persona-publishing-company",{"title":222,"use_case":223,"icon_asset_id":224},"Franchise and brand owners","Licensing a trademark exclusively to a single operator in a geographic region","persona-franchise-owner",[226,230,233,237,241,245,249],{"situation":227,"recommended_template":228,"slug":229},"Granting rights that the licensee can freely sublicense to others","Non-Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":231,"recommended_template":87,"slug":232},"Licensing software on a subscription or SaaS basis","software-license-agreement-D12928",{"situation":234,"recommended_template":235,"slug":236},"Licensing a brand name or logo for commercial use","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":238,"recommended_template":239,"slug":240},"Granting exclusive rights to manufacture under a patent","Patent License Agreement","patent-license-agreement-D967",{"situation":242,"recommended_template":243,"slug":244},"Licensing content between a creator and a publisher","Content License Agreement","content-license-agreement-D13936",{"situation":246,"recommended_template":247,"slug":248},"Transferring all IP ownership permanently rather than licensing it","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":250,"recommended_template":251,"slug":252},"Licensing technology as part of a joint venture arrangement","Technology Transfer Agreement","technology-transfer-agreement-D919",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Licensor","The party that owns the intellectual property and grants usage rights to the licensee under the agreement.",{"term":258,"definition":259},"Licensee","The party that receives the right to use the intellectual property under the terms defined in the license agreement.",{"term":261,"definition":262},"Exclusive License","A grant of rights that prevents the licensor from licensing the same IP to any other party within the defined scope, territory, or time period.",{"term":264,"definition":265},"Non-Transferable","A restriction that prohibits the licensee from assigning, selling, or otherwise transferring their licensed rights to any third party without the licensor's written consent.",{"term":267,"definition":268},"Sublicense","A secondary license granted by the licensee to another party — typically prohibited under a non-transferable agreement unless expressly permitted.",{"term":270,"definition":271},"Licensed IP","The specific intellectual property — patent, copyright, trademark, trade secret, or software — covered by the agreement.",{"term":273,"definition":274},"Royalty","A recurring payment made by the licensee to the licensor, typically calculated as a percentage of revenue or a fixed fee per unit or period.",{"term":276,"definition":277},"Field of Use","A defined category of application or industry within which the licensee is permitted to exercise the licensed rights.",{"term":279,"definition":280},"Territory","The geographic region or market in which the licensee is authorized to exercise the licensed rights.",{"term":282,"definition":283},"Term","The defined duration of the license agreement, after which the licensee's rights expire unless the agreement is renewed.",{"term":285,"definition":286},"Reversion","The return of all licensed rights to the licensor upon expiration or termination of the agreement.",{"term":288,"definition":289},"IP Ownership","A clause confirming that the licensor retains full title to the intellectual property notwithstanding any rights granted to the licensee.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Grant of Exclusive Rights","Defines precisely what IP is being licensed, confirms exclusivity, and states the field of use and territory within which the license operates.","Licensor hereby grants to Licensee an exclusive, non-transferable, non-sublicensable license to use [DESCRIPTION OF IP] (the 'Licensed IP') solely within the field of [FIELD OF USE] and the territory of [TERRITORY] during the Term.","Failing to define the field of use. Without it, an exclusive license may inadvertently block the licensor from using the IP in entirely unrelated markets, destroying value the licensor never intended to give away.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Non-Transferability and No Sublicensing","Explicitly prohibits the licensee from assigning the agreement, transferring rights, or sublicensing the IP to any third party without the licensor's prior written consent.","Licensee shall not assign, transfer, delegate, sublicense, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Licensor. Any purported assignment without such consent shall be null and void.","Using only a general non-assignment clause and omitting an explicit prohibition on sublicensing. Courts treat sublicensing and assignment as distinct acts — both must be restricted in separate language.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"IP Ownership and Reservation of Rights","Confirms that the licensor retains full ownership of the IP and that no rights are transferred to the licensee beyond what is expressly stated.","Licensor retains all right, title, and interest in and to the Licensed IP, including all intellectual property rights therein. Nothing in this Agreement shall be construed to convey to Licensee any ownership interest in the Licensed IP.","Omitting this clause when the licensee contributes improvements or modifications. Without explicit ownership language, a court may find the licensee has acquired co-ownership rights over derivative works.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"License Fees and Royalties","States the upfront license fee, ongoing royalty rate and calculation basis, payment schedule, and any minimum royalty commitment.","Licensee shall pay Licensor an upfront license fee of $[AMOUNT] due upon execution, and ongoing royalties equal to [X]% of Net Revenue derived from use of the Licensed IP, payable quarterly within [30] days after each calendar quarter, with a minimum annual royalty of $[AMOUNT].","Not defining 'Net Revenue' or the royalty calculation base. Ambiguous royalty language is the single most common source of post-execution disputes in license agreements.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Audit Rights","Gives the licensor the right to inspect the licensee's books and records to verify that royalty payments are accurate and complete.","Licensor shall have the right, upon [30] days' prior written notice, to audit Licensee's books and records relating to the Licensed IP no more than once per calendar year. If an audit reveals an underpayment of more than [5]%, Licensee shall reimburse Licensor for the cost of the audit.","Omitting audit rights entirely. Without this clause, the licensor has no practical mechanism to verify whether royalty statements are accurate, especially in high-volume licensing arrangements.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Representations and Warranties","Each party confirms it has the authority to enter the agreement; the licensor also warrants that it owns the IP and has the right to grant the exclusive license.","Licensor represents and warrants that: (a) it is the sole owner of the Licensed IP and has full right and authority to grant the license herein; (b) the Licensed IP does not infringe the intellectual property rights of any third party; and (c) no other exclusive license covering the Licensed IP has been granted within the Territory.","The licensor failing to warrant that no prior exclusive license has been granted. If the licensor has already licensed the same rights to someone else, the new licensee has no remedy without this representation.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Confidentiality","Requires both parties to keep the terms of the agreement and any proprietary information disclosed during the relationship confidential.","Each party agrees to keep the terms of this Agreement and all Confidential Information of the other party strictly confidential and not to disclose such information to any third party without prior written consent, except as required by law or court order.","Omitting a survival clause for confidentiality. Without it, confidentiality obligations expire when the agreement ends — leaving sensitive IP and commercial terms unprotected post-termination.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term and Termination","Sets the duration of the license and specifies the events — such as material breach, insolvency, or non-payment — that allow either party to terminate early.","This Agreement commences on [EFFECTIVE DATE] and continues for [X] years unless earlier terminated. Either party may terminate upon [30] days' written notice of a material breach if the breaching party fails to cure within such period. Licensor may terminate immediately upon Licensee's insolvency or failure to pay any amounts due.","No cure period before termination for breach. Courts in most jurisdictions expect a reasonable cure period before termination is effective — omitting one can make a termination legally defective.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Effect of Termination and Reversion","Describes what happens when the agreement ends — the licensee must cease use of the IP, destroy or return materials, and all licensed rights revert to the licensor.","Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to Licensee shall immediately terminate; (b) Licensee shall cease all use of the Licensed IP; (c) Licensee shall promptly destroy or return all copies of the Licensed IP and certify destruction in writing within [10] business days.","Not requiring written certification of destruction. Without it, the licensor has no verifiable record that the licensee has stopped using the IP after termination.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's location or the IP's registration jurisdiction. Enforcing a judgment or injunction becomes significantly harder when the chosen forum is inconvenient or unrecognized.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify and describe the licensed IP precisely","In the recitals and grant clause, describe the IP with enough specificity to eliminate ambiguity — include patent numbers, registration numbers, version numbers for software, or a Schedule A attaching the work. Vague descriptions create scope disputes.","Attach a Schedule A listing the exact IP, including version, registration number, and filing jurisdiction. This is easier to update than the body of the agreement.",{"step":348,"title":349,"description":350,"tip":351},2,"Define the scope: field of use, territory, and term","Set the boundaries of the exclusivity — what industry or application the licensee can operate in, which geographic markets they cover, and the exact start and end dates of the license.","Narrowing the field of use protects your ability to license the same IP to others in different markets. 'Healthcare analytics in North America for 5 years' is enforceable; 'all uses globally forever' eliminates your monetization options.",{"step":353,"title":354,"description":355,"tip":356},3,"Set the fee structure and define the royalty base","Enter the upfront fee, the royalty rate, and the definition of the royalty base (Net Revenue, Gross Revenue, or per-unit). Add a minimum annual royalty if you want to ensure the exclusivity is earning you income.","Define 'Net Revenue' with specific deductions listed — returns, discounts, taxes — to prevent the licensee from deducting expenses you never agreed to.",{"step":358,"title":359,"description":360,"tip":361},4,"Confirm IP ownership and draft the reservation of rights clause","Include an explicit statement that the licensor owns the IP and that nothing in the agreement transfers title. Address ownership of improvements or derivative works the licensee may create.","If the licensee will develop improvements, specify whether those improvements belong to the licensor, the licensee, or are jointly owned — leaving this open is one of the most litigated issues in technology licensing.",{"step":363,"title":364,"description":365,"tip":366},5,"Insert the non-transferability and sublicensing prohibition","Use explicit language prohibiting assignment, delegation, transfer, and sublicensing — each as a separate prohibition. Link a change-of-control provision so that an acquisition of the licensee triggers the same restriction.","Add a change-of-control clause: if the licensee is acquired, the surviving entity must obtain written consent to continue the license. Without it, your exclusive license could end up in a competitor's hands.",{"step":368,"title":369,"description":370,"tip":371},6,"Set audit rights and payment verification mechanics","Define how often audits can occur (typically once per year), the notice period, and who bears the cost. Set a threshold — typically 5% underpayment — that triggers cost-shifting to the licensee.","Quarterly royalty statements with a standardized reporting format reduce disputes more than annual audits alone. Include a reporting template in Schedule B.",{"step":373,"title":374,"description":375,"tip":376},7,"Draft termination triggers and the reversion process","List every event that triggers termination — material breach, non-payment, insolvency, or breach of the non-transferability clause — and set cure periods where appropriate. Specify the post-termination obligations in detail.","Make breach of the non-transferability clause a termination event with no cure period. An unauthorized transfer or sublicense is typically too serious to allow remediation.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute before the licensee begins using the IP","Both parties must sign before any use of the licensed IP begins. Use of IP before execution creates an implied license with no enforceable restrictions, defeating the purpose of the agreement.","Countersign using a timestamped electronic signature service and store the fully executed copy with all schedules in a single PDF immediately after signing.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"No field-of-use limitation on the exclusivity","An unlimited exclusive license prevents the licensor from monetizing the IP in any other industry or application, destroying potentially significant revenue opportunities that were never part of the deal.","Always define the field of use in the grant clause. If the parties intend a broad grant, enumerate the fields explicitly rather than leaving the scope open.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting a sublicensing prohibition alongside the non-assignment clause","Courts distinguish between assignment (transferring the whole agreement) and sublicensing (granting a subset of rights to a third party). A non-assignment clause alone does not prevent sublicensing.","Draft separate, explicit prohibitions on assignment, delegation, and sublicensing. Courts enforce restrictions that are clearly stated and treat ambiguity in the licensee's favor.",{"mistake":392,"why_it_matters":393,"fix":394},"Undefined royalty base and deductions","If 'Net Revenue' is not defined with specific permitted deductions, licensees will subtract returns, shipping, taxes, and internal charges, reducing the royalty base — and your income — far below what was intended.","Define the royalty base in a definitions clause with an exhaustive list of permitted deductions. Any deduction not listed is not permitted.",{"mistake":396,"why_it_matters":397,"fix":398},"No ownership clause addressing licensee improvements","If the licensee builds features, modifications, or derivative works on top of the licensed IP and the contract is silent on ownership, the licensee may claim co-ownership — which can prevent you from using the improved IP without their consent.","Include an explicit clause stating that all improvements and derivative works vest in the licensor, or define a joint-ownership structure with clear usage rights for each party.",{"mistake":400,"why_it_matters":401,"fix":402},"No change-of-control provision","If the licensee is acquired by a competitor, the exclusive license transfers to that competitor by operation of law unless the contract requires consent. Your IP's exclusivity now benefits your direct rival.","Add a change-of-control clause stating that any merger, acquisition, or change in majority ownership of the licensee constitutes an assignment requiring the licensor's prior written consent.",{"mistake":404,"why_it_matters":405,"fix":406},"Termination without a defined reversion and wind-down procedure","Without a clear post-termination process, licensees continue using the IP after termination, argue about how long a 'wind-down' period should last, and retain copies of materials the licensor never intended them to keep.","Specify a fixed wind-down period (e.g., 30 days), require written certification of destruction or return, and make continued use after termination an infringement rather than a contract breach.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is an exclusive non-transferable license agreement?","An exclusive non-transferable license agreement is a contract in which an IP owner grants a single party the sole right to use defined intellectual property within a specified scope, territory, and time period, while prohibiting that party from passing those rights on to anyone else. The licensor retains ownership of the IP at all times. It combines two distinct protections: exclusivity (no competing licenses to others) and non-transferability (the licensee cannot reassign the rights they hold).\n",{"question":412,"answer":413},"What is the difference between an exclusive and a non-exclusive license?","An exclusive license means the licensor cannot grant the same rights to any other party within the defined scope — the licensee is the only authorized user. A non-exclusive license allows the licensor to grant identical rights to multiple parties simultaneously. Exclusive licenses typically command higher fees because they carry commercial value for the licensee; non-exclusive licenses are common for widely distributed software or stock content where broad usage is the goal.\n",{"question":415,"answer":416},"Does an exclusive license transfer ownership of the IP?","No. An exclusive license grants the right to use the IP; it does not transfer ownership. The licensor retains full title and all underlying intellectual property rights. If the parties intend to transfer ownership permanently, they need an IP assignment agreement rather than a license. The distinction matters significantly for tax, accounting, and the licensor's ability to enforce the IP against third-party infringers.\n",{"question":418,"answer":419},"Can a licensee sublicense rights under an exclusive non-transferable agreement?","Only if the agreement expressly permits it — which this template does not. Non-transferability prohibits both assignment and sublicensing. If a licensee sublicenses without authorization, the sublicense is void and the licensor typically has grounds to terminate the main agreement for material breach. Parties who want sublicensing rights must negotiate that permission explicitly and define its scope in the contract.\n",{"question":421,"answer":422},"What happens to the exclusive license if the licensee company is acquired?","Without a change-of-control clause, an acquisition of the licensee may cause the exclusive license to transfer to the acquiring entity by operation of law — which could include a direct competitor of the licensor. A well-drafted agreement requires the licensor's prior written consent for any change of majority ownership or control, and makes unauthorized transfer a termination event. This is one of the most commonly overlooked provisions in licensing agreements.\n",{"question":424,"answer":425},"What royalty rate is standard for an exclusive license?","There is no universal standard — rates vary widely by industry, IP type, and negotiating leverage. Technology patent licenses commonly range from 2–10% of net revenue. Software licenses may use per-seat fees, percentage of revenue, or a flat annual fee. Publishing deals often use 10–15% of cover price. The exclusivity premium typically adds 1–3 percentage points over an equivalent non-exclusive rate. Minimum annual royalties are common to ensure the exclusivity is commercially productive for the licensor.\n",{"question":427,"answer":428},"Is a license agreement enforceable without registration of the IP?","In most jurisdictions, a license agreement is a contract enforceable between the parties regardless of whether the underlying IP is registered. However, registration provides critical benefits: it establishes a public record of ownership, is required to sue for infringement in the US federal courts, and determines priority in disputes between competing claimants. For patents and trademarks, always confirm registration status before signing.\n",{"question":430,"answer":431},"Do I need a lawyer to draft or review an exclusive license agreement?","For standard domestic licenses with straightforward IP, a high-quality template is a sound starting point. Legal review is strongly recommended when the license covers registered patents or critical software, the royalty structure is complex, the licensee is a large enterprise with negotiating leverage, or the agreement spans multiple jurisdictions. A typical review costs $500–$1,500 and can prevent disputes worth multiples of that investment.\n",{"question":433,"answer":434},"What governs an exclusive license agreement when the parties are in different countries?","The governing law clause in the agreement determines which jurisdiction's law applies. In cross-border arrangements, the parties should choose a neutral jurisdiction with well-developed IP law — common choices include England and Wales, New York, or Delaware. The choice of law does not override the mandatory IP laws of the country where the IP is registered or where enforcement is sought; those local rules apply regardless of what the contract says.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / Software","industry-saas","Exclusive licenses in a defined vertical (e.g., healthcare analytics) with version-specific grant language, source code escrow provisions, and per-seat or revenue-based royalties.",{"industry":441,"icon_asset_id":442,"specifics":443},"Pharmaceuticals and Life Sciences","industry-healthtech","Patent-based exclusive licenses for drug compounds or medical devices, milestone royalties tied to regulatory approvals, and territory restrictions aligned to FDA and EMA filing jurisdictions.",{"industry":445,"icon_asset_id":446,"specifics":447},"Publishing and Media","industry-publishing","Exclusive territorial distribution rights for books, music, or film, with royalty rates tied to cover price or streaming revenue and reversion triggers if minimum sales thresholds are not met.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing and Consumer Goods","industry-manufacturing","Exclusive production rights under a design patent or trademark, minimum order commitments enforcing the exclusivity value, and quality control standards protecting the licensor's brand.",[453,456,459,462],{"vs":228,"vs_template_id":454,"summary":455},"D{NON_EXCLUSIVE_LICENSE_ID}","A non-exclusive license lets the licensor grant the same rights to multiple parties simultaneously, maximizing distribution at the cost of exclusivity. An exclusive non-transferable license gives one licensee sole access within the defined scope, commanding a premium fee in exchange. Use a non-exclusive structure when broad adoption matters more than exclusivity revenue; use an exclusive structure when the licensee's investment or market position depends on being the sole authorized user.",{"vs":247,"vs_template_id":457,"summary":458},"intellectual-property-ip-assignment-agreement-D13568","An IP assignment transfers full ownership of the intellectual property to the assignee — permanently and irrevocably. A license agreement grants usage rights while the licensor retains ownership. Choose an assignment when you intend to sell the IP outright; choose a license when you want recurring revenue, the ability to enforce the IP independently, or the right to reclaim it when the agreement ends.",{"vs":87,"vs_template_id":460,"summary":461},"software-license-agreement-D1007","A software license agreement is optimized for the deployment and use of a specific software product, covering installation, seat counts, updates, and SaaS-specific terms. An exclusive non-transferable license agreement is a broader IP licensing instrument applicable to patents, trademarks, creative works, and software alike. Use the software-specific template for a software product deployment; use this template when the exclusivity and non-transferability provisions are the central commercial concern.",{"vs":251,"vs_template_id":463,"summary":464},"D{TECHNOLOGY_TRANSFER_ID}","A technology transfer agreement typically bundles an IP license with technical assistance, know-how disclosure, and training — used when the licensee needs the licensor's expertise to exploit the IP, not just access to it. An exclusive non-transferable license agreement covers rights and restrictions without operational support obligations. Use a technology transfer agreement when the IP is inseparable from proprietary processes or tacit knowledge the licensor must actively provide.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Straightforward domestic licenses for creative works, brand assets, or internally-developed software with a single domestic licensee","Free","30–60 minutes",{"best_for":471,"cost":472,"time":473},"Licenses covering registered patents, significant royalty streams, multi-year terms, or licensees with greater bargaining power","$500–$1,500","3–5 business days",{"best_for":475,"cost":476,"time":477},"Cross-border pharmaceutical or technology licenses, complex royalty structures, or licenses where litigation risk is material","$3,000–$10,000+","2–4 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","US patent and copyright law governs the underlying IP regardless of the governing law clause. Exclusive patent licenses must be recorded with the USPTO to be enforceable against subsequent assignees. California courts apply strict scrutiny to non-compete provisions often bundled with licenses; non-transferability restrictions on the license itself are generally enforceable. The choice between state and federal court for infringement claims matters — only copyright-registered and patent-registered IP can be litigated in federal court.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canadian intellectual property is governed by federal statute — the Patent Act, Copyright Act, and Trade-marks Act apply nationally. Exclusive patent licenses should be registered with the Canadian Intellectual Property Office (CIPO) to establish priority. Quebec requires contracts affecting consumer rights or employees to be available in French; commercial B2B IP licenses between corporations are generally enforceable in English in Quebec. Royalty payments to non-residents are subject to withholding tax under the Income Tax Act unless reduced by a tax treaty.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","Post-Brexit, UK and EU IP registrations are separate. Exclusive patent licenses must be registered at the UK Intellectual Property Office (UKIPO) within six months of execution to be enforceable against third parties. UK courts apply a strict approach to non-transferability clauses — clear, unambiguous language is required for enforcement. Royalty payments between UK and non-UK parties may attract UK withholding tax; confirm treaty position before structuring fees.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU competition law (Article 101 TFEU) scrutinizes exclusive IP licenses that may restrict competition within the single market; the Technology Transfer Block Exemption Regulation (TTBER) provides a safe harbor for most standard exclusive licenses between non-competitors. GDPR considerations apply if the licensed IP involves personal data processing. Exclusive licenses covering a single EU country rather than the whole bloc may raise parallel import issues under the principle of IP exhaustion after first authorized sale.",[232,500,501,502,503,504,252,236,505,506,507,508],"intellectual-property-assignment-D5229","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","joint-venture-agreement-D889","trademark-license-and-royalty-agreement-D970","service-agreement-D12711","confidentiality-agreement-D950","distribution-agreement-D12544","partnership-agreement-D12551",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":97,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":520},"intellectual-property-and-licensing","agreement","general","all-stages",[516,99,517,518,519],"intellectual-property","exclusive-rights","non-transferable","licensing",0.95,"\u003Ch2>What is an Exclusive Non-Transferable License Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Exclusive Non-Transferable License Agreement\u003C/strong> is a legally binding contract in which an intellectual property owner — the licensor — grants a single, named party — the licensee — the sole right to use a defined piece of IP within a specified scope, territory, and time period, while expressly prohibiting that licensee from passing those rights to anyone else. The licensor retains full ownership of the underlying IP at all times; what changes hands is only the right to use it. The exclusivity component means no competing licenses can be granted to others within the defined boundaries; the non-transferability component means the licensee cannot sublicense, assign, or otherwise redirect those rights without the licensor's written consent.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written exclusive non-transferable license agreement, the terms of the arrangement exist only as informal understandings — and informal understandings collapse the moment money or ownership changes hands. A licensee who has no written restriction on sublicensing can pass your IP to a competitor the day after you sign a deal. A licensor who has not defined the field of use may find that a single exclusive license blocks them from monetizing the same IP in adjacent markets worth more than the original deal. Royalty disputes — the most common source of post-execution litigation in IP licensing — are almost always caused by an undefined royalty base or missing audit rights, both of which this template addresses. A properly executed agreement also provides the written record required to register the exclusive license with patent and trademark offices, which is a prerequisite for enforcing it against third parties in the US, Canada, and the UK.\u003C/p>\n",1781185910099]