[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-license-agreement-non-exclusive-license-to-manufacture-D1245":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":38,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":524},{"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 - NON EXCLUSIVE LICENSE TO MANUFACTURE This License Agreement - Non Exclusive License to Manufacture (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, [YOUR COMPANY NAME] has conceived, developed and owns a [DESCRIPTION OF THE INVENTION] (\"Invention\") generally being a new product used as [SPECIFY] in respect of different fields of use of the Invention; WHEREAS, [YOUR COMPANY NAME] has filed a [COUNTRY] patent application under Serial No [NUMBER] to protect the Invention and has therein designated the countries identified in Schedule \"A\" hereto; WHEREAS, [YOUR COMPANY NAME] has also filed corresponding foreign patent applications in the countries identified in Schedule \"B\" hereto; WHEREAS, the Licensee declares that it desires to obtain and [YOUR COMPANY NAME] declares that it is willing to grant the Licensee the exclusive right to manufacture, use and sell the Licensed Products and to use the Licensed Process throughout the Territory with respect to the Field of use (as those terms are hereinafter defined); NOW THEREFORE, in consideration of the premises and of the mutual covenants and undertakings hereinafter set forth, the parties hereto have agreed and do hereby agree as follows: 1. DEFINITIONS When used in this Agreement, each of the following terms shall have the following respective meanings unless the context otherwise requires: 1.1 \"Applications\" shall mean the [COUNTRY] patent application Serial No. [NUMBER] in respect of the Invention as well as any supplementary disclosures and divisional applications that may arise therefrom, and applications on improvements under this Agreement] 1.2 \"Authorized Sub-Contractors\" shall have the meaning given in Section 3.1; 1.3 \"Authorized Sub-Licensees\" shall have the meaning given in Section 4.1; 1.4 \"Contractual Year\" shall mean the period commencing on [DATE] or the anniversary thereof and ending on the following anniversary thereof; 1.5 \"Field of use\" shall mean [SPECIFY]; 1.6 \"Field Test Period\" shall mean the period commencing on the effective date hereof and ending on [DATE]; 1.7 \"Home Territory\" shall mean [SPECIFY LOCATION]; 1.8 \"Licensed Process\" shall mean any process described in the Technology; 1.9 \"Licensed Products\" shall mean [SPECIFY]; 1.10 \"Net Sales Value\" shall mean, the gross price actually invoiced by the Licensee or the Authorized Sub-Licensees to its customers at arm's length less any sales, excise and use taxes, custom duties, insurance, freight charges, credit given for returned product and normally occurring trade, cash or quantity discounts and rebates; 1.11 \"Non-Home Territory\" shall mean [SPECIFY LOCATION]; 1.12 \"Patents\" shall mean any patent or patents that may issue in the Territory from any of the Applications or reissue thereafter; 1.13 \"prior patent grounds\" shall mean grounds for refusal to grant the Patents on the basis that a claim or claims under the Applications are identical or substantially similar to the claim or claims of a valid, existing patent; 1.14 \"Technical Information\" shall Include but not be limited to all knowledge, information, formulas, drawings, plans, processes, specifications and know-how now possessed by [YOUR COMPANY NAME] [or subsequently obtained or developed by [YOUR COMPANY NAME] during the Term] relating to the Invention; 1.15 \"Technology\" shall mean the Invention, the Applications, the Patents and the Technical Information; 1.16 \"Term\" shall have the meaning given in Article 19; 1.17 \"Territory\" shall mean collectively the Home Territory and the Non-Home Territory; and 1.18 \"Year\" shall mean a period of twelve months. 2. LICENSE GRANT 2.1 Subject to the terms and conditions hereof, [YOUR COMPANY NAME] hereby grants the Licensee the non-exclusive license to manufacture, use and sell the Licensed Products and to use the Licensed Process in the Territory and only in relation to the Field of use. 2.2 (a) Should no Patents issue in [COUNTRY] on or before [DATE] as a result of the refusal of the Applications on prior patent grounds, and [YOUR COMPANY NAME] has not as of such date commenced with reasonable likelihood of success proceedings to appeal such refusal, the Licensee may within a reasonable period after failure of the appeal proceedings, at its option terminate this Agreement and [YOUR COMPANY NAME] shall, pursuant to such termination and upon request in writing by the Licensee, reimburse the Licensee all out-of-pocket costs and expenses of development work (itemized in reasonable detail) incurred by the Licensee to introduce the Technology into the Territory, less any revenues earned by the Licensee during the period prior to such refusal, subject to the condition that [YOUR COMPANY NAME]'s total liability under this Section 2.3 (a) shall not exceed [AMOUNT]. (b) Should no Patents issue in either [COUNTRY] on or before [DATE] as a result of the refusal of the Applications on any grounds other than prior patent grounds, and [YOUR COMPANY NAME] has not as of such date commenced with reasonable likelihood of success proceedings to appeal such refusal, the Licensee may within a reasonable period after failure of the appeal proceedings, at its option terminate this Agreement and [YOUR COMPANY NAME] shall, pursuant to such termination and upon request in writing by the Licensee, reimburse the Licensee all out-of-pocket costs and expenses of development work (itemized in reasonable detail) incurred by the Licensee to introduce the Technology into the Territory, less any revenues earned by the Licensee during the period prior to such refusal, subject to the condition that [YOUR COMPANY NAME]'s total liability under this Section 2.3(b) shall not exceed [AMOUNT]. (c) Should no Patents issue in any other country or countries of the Territory on or before [DATE] as a result of the refusal of the Applications on prior patent grounds, and [YOUR COMPANY NAME] has not as of such date commenced with reasonable likelihood of success proceedings to appeal such refusal, the Licensee may within a reasonable period after failure of the appeal proceedings, at its option limit this Agreement to the territorial extent of the country so affected and [YOUR COMPANY NAME] shall, upon request in writing by the Licensee, reimburse the Licensee all royalties received in respect of such country or countries within the immediately preceding three years. (d) To the extent that everyone may become entitled to manufacture, use or sell the Technology, the Licensed Products or Licensed Process in relation to the Field of use pursuant to the local law of any country or countries of the Territory as a result of the refusal of the Applications therein for any reason, the Licensee shall not be bound by this Agreement with respect to such country or countries, except for Article [NUMBER]. 3. SUB-CONTRACTING 3.1 [YOUR COMPANY NAME] hereby acknowledges that the Licensee may sub-contract the manufacture and use of the Licensed Products and the Licensed Process in the Territory to any person, firm or corporation, subject to the condition that any such authorized sub-contractor who is so employed, will undertake in writing to keep confidential pursuant to this Agreement the Technical Information which may be disclosed to it by the Licensee for sub-contracting purposes hereunder (the \"Authorized Sub-Contractors\"). 4. 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The Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses under Letters Patent of [COUNTRY] issued to it, specifically, [NUMBER], entitled \"[NAME]\" and [NUMBER], entitled \"[NAME]\". B. Without admitting the validity of the above-mentioned patents, but solely for commercial purposes, the Licensee wishes to acquire the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the invention patented in such Letters Patent, throughout the [COUNTRY] and its territories. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: GRANT OF LICENSE The Licensor grants to the Licensee the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the inventions patented in the above-mentioned Letters Patent, throughout the [COUNTRY] and its territories, to the full end of the term or terms for which such Letters Patent have been or may be granted, and any reissue or reissues of such Letters Patent, unless this agreement is terminated prior to such term or terms, as provided below. REPRESENTATIONS OF LICENSOR The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [COUNTRY] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement. SCHEDULE OF ROYALTIES The Licensee agrees to pay the Licensor, commencing [date], and after that date, during the continuance of this agreement, royalties on apparatus embodying and containing the above-mentioned inventions, which are manufactured, sold, and sued by the Licensee; and such royalties shall be computed in the following manner: A sum based on a sliding scale, decreasing in accordance with the increased volume of sales of the Licensee, during any fiscal year, in accordance with the schedule set forth as follows: [specify]. RATE OF ROYALTIES The Licensee shall have the right, option and privilege of selecting the rate of royalty to be paid according to the schedule contained in Article Three of this agreement, and for that purpose Licensee may for three quarterly periods of any fiscal year pay royalties on the minimum basis, and in the final quarter report upon the basis of the actual number of apparatus sold during the year, and the royalty for the entire year shall be computed on a basis of such reduced royalty, and adjustment and payment made accordingly. For example, the Licensee may for three quarterly periods report on the basis of sale of [AMOUNT] or under, and payments of royalties shall be made at the rate of [AMOUNT] cents per hundred; when reporting for the fourth quarterly period, if the business done was much more extensive, Licensee may select a royalty at a lesser rate to cover the actual amount of sales, and the royalty payable for the entire year will be based upon such quantity","Patent License Agreement","3",43,"https://templates.business-in-a-box.com/imgs/1000px/patent-license-agreement-D967.png","https://templates.business-in-a-box.com/imgs/250px/967.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#967.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","patent license agreement","/template/patent-license-agreement-D967",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"url":119},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. 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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",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},[143],{"label":144,"url":145},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":149,"descriptionCustom":6,"label":150,"pages":107,"size":108,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":159},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":155,"description":6},"service agreement",[157,158],{"label":33,"url":98},{"label":33,"url":98},"/template/service-agreement-D12711",{"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},"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. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[170,171],{"label":33,"url":98},{"label":172,"url":173},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":178,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":456,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":512,"classification":513},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Non-Exclusive License to Manufacture Agreement Template (Free Word)","Free non-exclusive manufacturing license agreement template. Covers IP rights, royalties, quality control, territory, and termination. Used in 190+ countries. Free Word and PDF download.","non-exclusive license to manufacture agreement",[183,184,185,186,187,188,189],"manufacturing license agreement template","license to manufacture template word","intellectual property manufacturing license","product manufacturing license agreement","non-exclusive manufacturing license free","license agreement template word","royalty license agreement template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"advanced",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Non-Exclusive License to Manufacture Agreement is a legally binding contract in which an intellectual property owner (the licensor) grants a manufacturer (the licensee) the right to produce goods using the licensor's patented technology, trade secrets, or proprietary processes — while retaining the right to grant the same license to other manufacturers. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF for immediate use.\n","Use it when a patent holder or IP owner wants to generate royalty income by allowing one or more manufacturers to produce licensed products, without surrendering exclusivity. It is also the appropriate instrument when a manufacturer needs written permission to use a third party's technology in a production process.\n","Grant of license and scope, licensed IP description, territory and field of use, royalty rates and payment mechanics, quality control standards, audit rights, confidentiality obligations, warranties and indemnification, term and termination conditions, and governing law.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Patent holders and inventors","Licensing a patented product design or process to multiple manufacturers simultaneously","persona-inventor",{"title":207,"use_case":208,"icon_asset_id":209},"Product companies and brands","Allowing contract manufacturers to produce branded goods under proprietary specifications","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Technology licensors","Monetizing proprietary manufacturing processes through royalty-bearing licenses","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Contract manufacturers","Obtaining written authorization to incorporate a client's IP into production runs","persona-manufacturer",{"title":219,"use_case":220,"icon_asset_id":221},"Licensing managers at corporations","Standardizing outbound licenses for a portfolio of patented manufacturing technologies","persona-operations-director",{"title":223,"use_case":224,"icon_asset_id":225},"Distributors entering private-label manufacturing","Securing rights to produce goods to a brand owner's specifications for resale","persona-retailer",[227,231,234,238,242,246,250],{"situation":228,"recommended_template":229,"slug":230},"Granting a single manufacturer sole production rights in a territory","Exclusive License to Manufacture Agreement","license-agreement-non-exclusive-license-to-manufacture-D1245",{"situation":232,"recommended_template":72,"slug":233},"Licensing software or digital products rather than physical goods","software-license-agreement-D12928",{"situation":235,"recommended_template":236,"slug":237},"Licensing a brand or trademark for use on manufactured goods","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":239,"recommended_template":240,"slug":241},"Licensing technology for sale or distribution without manufacturing rights","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":243,"recommended_template":244,"slug":245},"Assigning all IP ownership outright rather than licensing it","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":247,"recommended_template":248,"slug":249},"Engaging a manufacturer under a service relationship without IP transfer","Manufacturing Services Agreement","manufacturing-agreement-D12795",{"situation":251,"recommended_template":89,"slug":252},"Licensing a full portfolio of patents to a manufacturer","patent-license-agreement-D967",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Non-Exclusive License","A license that grants rights to the licensee while allowing the licensor to simultaneously grant the same or similar rights to other parties.",{"term":258,"definition":259},"Licensed IP","The specific intellectual property — patents, trade secrets, proprietary processes, or technical know-how — that the licensee is authorized to use under the agreement.",{"term":261,"definition":262},"Royalty","A periodic payment made by the licensee to the licensor, typically calculated as a percentage of net sales or a fixed fee per unit manufactured.",{"term":264,"definition":265},"Field of Use","A defined restriction limiting the licensee's rights to a specific application, product category, or industry, even if the licensed IP could be used more broadly.",{"term":267,"definition":268},"Territory","The geographic region within which the licensee is authorized to manufacture the licensed products under the agreement.",{"term":270,"definition":271},"Sublicense","A secondary license granted by the licensee to a third party to exercise some or all of the rights the licensee received from the licensor — typically requires licensor consent.",{"term":273,"definition":274},"Quality Standards","The minimum specifications, materials, and testing requirements the licensee must meet when manufacturing licensed products.",{"term":276,"definition":277},"Audit Right","The licensor's contractual right to inspect the licensee's production records, royalty reports, and financial accounts to verify accuracy and compliance.",{"term":279,"definition":280},"Minimum Royalty","A floor payment the licensee must pay regardless of actual production or sales volume, ensuring the licensor receives a base level of income.",{"term":282,"definition":283},"Infringement Indemnification","A clause in which one party agrees to defend and compensate the other if a third party claims the licensed IP infringes its own intellectual property rights.",{"term":285,"definition":286},"Improvement Assignment","A clause specifying who owns enhancements or modifications to the licensed technology that the licensee develops during the license term.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Grant of license","States that the licensor grants the licensee a non-exclusive right to manufacture the licensed products using the defined IP, and explicitly preserves the licensor's right to grant identical licenses to others.","[LICENSOR NAME] hereby grants to [LICENSEE NAME] a non-exclusive, non-transferable license under the Licensed IP to manufacture, have manufactured, and sell the Licensed Products within the Territory, solely within the Field of Use defined in Schedule A. Licensor retains the right to grant licenses of the same scope to any third party.","Failing to include the phrase 'non-exclusive' explicitly in the grant clause. Omitting it creates ambiguity that courts may resolve in favor of implied exclusivity, preventing the licensor from signing additional licensees.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Description of licensed IP","Identifies with precision the patents, trade secrets, technical drawings, or proprietary processes being licensed, typically by reference to a schedule listing patent numbers and filing jurisdictions.","The 'Licensed IP' means the patents, patent applications, and technical know-how listed in Schedule B, including U.S. Patent No. [PATENT NUMBER] and any continuations, divisionals, or foreign counterparts thereof.","Using a vague catch-all like 'all technology related to the product' without listing specific patent numbers or a defined know-how package. Vague definitions invite disputes about what is actually covered and can inadvertently transfer rights the licensor did not intend to grant.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Territory and field of use","Defines the geographic boundaries within which manufacture and sale are permitted, and the specific product category or application for which the licensed IP may be used.","The Territory is limited to [COUNTRIES / REGIONS]. The Field of Use is restricted to the manufacture of [PRODUCT DESCRIPTION] for use in [APPLICATION / INDUSTRY]. Any manufacture or sale outside the Territory or Field of Use requires a separate written amendment.","Leaving the territory as 'worldwide' when royalty rates were negotiated for a specific market. A worldwide non-exclusive grant at domestic royalty rates significantly undervalues the IP for international markets.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Royalties, reporting, and payment","Sets the royalty rate (percentage of net sales or per-unit fee), the reporting period, the format of royalty statements, and the payment deadline.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of Licensed Products, payable quarterly within 30 days of each quarter end, accompanied by a written royalty statement showing units manufactured, units sold, gross revenue, deductions, and Net Sales. Minimum annual royalties of $[AMOUNT] apply regardless of sales volume.","Defining 'net sales' without specifying which deductions are permitted (returns, freight, taxes, etc.). Without a clear definition, licensees apply generous deductions that erode the royalty base, sometimes by 20–40% below what the licensor anticipated.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Quality control and standards","Requires the licensee to manufacture licensed products to specified quality standards and gives the licensor the right to inspect facilities and samples to verify compliance.","Licensee shall manufacture Licensed Products in accordance with the Quality Standards set out in Schedule C. Licensor may, upon [10] business days' notice, inspect Licensee's manufacturing facilities and request product samples for testing. Licensee shall promptly remedy any non-conformance identified by Licensor.","Including quality standards by reference to a schedule that is never attached. If no standards schedule is executed, the clause is unenforceable and the licensor loses the ability to protect its IP's reputation in the market.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Audit rights","Grants the licensor the right to audit the licensee's books and production records to verify royalty calculations, typically limited in frequency and triggered by a discrepancy threshold.","Licensor may, no more than once per calendar year upon [15] business days' written notice, audit Licensee's books and records relating to Licensed Products. If an audit reveals an underpayment exceeding [5]%, Licensee shall reimburse Licensor's audit costs in addition to the shortfall and interest at [PRIME RATE + 2%] per annum.","Omitting the cost-reimbursement trigger for underpayments. Without it, licensees who underreport have no financial incentive to correct, since the licensor bears the audit cost regardless of the outcome.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality","Prohibits the licensee from disclosing the licensed know-how, technical specifications, and trade secrets to third parties, and survives termination of the agreement.","Licensee shall hold all Licensed IP and technical know-how disclosed by Licensor in strict confidence, shall not disclose such information to any third party without Licensor's prior written consent, and shall limit access to employees who have a need to know. This obligation survives termination of this Agreement for a period of [5] years.","Not specifying a post-termination survival period for confidentiality. Without it, the obligation may be interpreted to end when the agreement ends, leaving trade secrets unprotected after the relationship closes.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Warranties and indemnification","Sets out what the licensor warrants about the licensed IP (typically ownership and no known conflicting licenses) and allocates responsibility for third-party infringement claims between the parties.","Licensor warrants that it has the right to grant this license and is not aware of any third-party claims that would materially impair Licensee's rights hereunder. Licensor shall indemnify Licensee against third-party claims that the Licensed IP infringes a third party's rights, provided Licensee promptly notifies Licensor and cooperates in the defense.","Licensor providing a warranty that the IP does not infringe any third-party rights — an absolute warranty no licensor should give. IP landscapes are complex; the appropriate warranty is limited to the licensor's actual knowledge at the time of signing.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term and termination","States the initial license term, renewal conditions, events that allow either party to terminate early (breach, insolvency, non-payment), notice requirements, and post-termination obligations.","This Agreement commences on [START DATE] and continues for [X] years, unless earlier terminated. Either party may terminate upon [30] days' written notice if the other party materially breaches and fails to cure within [30] days. Termination does not relieve Licensee of royalty obligations accrued prior to the termination date.","Failing to specify what happens to finished goods inventory held by the licensee at termination. Without a sell-off period clause, the licensor can demand immediate cessation, leaving the licensee with unsaleable inventory and exposing both parties to a dispute.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — including venue and language.","This Agreement is governed by the laws of [STATE / COUNTRY], without regard to conflict-of-laws principles. Any dispute shall be resolved by binding arbitration under [AAA / ICC] rules in [CITY], conducted in English. Either party may seek injunctive relief in any court of competent jurisdiction to protect its IP rights.","Choosing governing law in a jurisdiction with no connection to either party's operations. Courts in the licensee's jurisdiction may decline to enforce a foreign governing-law clause, particularly in EU member states where local IP and competition law is mandatory.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify and describe the licensed IP precisely","List every patent number, patent application, and item of technical know-how being licensed in Schedule B. Include filing countries, application numbers, and grant dates where available.","Search the USPTO and EPO patent databases to confirm all listed patents are active and assigned to the licensor before signing — a lapsed or unassigned patent cannot be effectively licensed.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the territory and field of use","State the geographic territory as specific countries or regions, not vague terms like 'worldwide.' Define the field of use by product category, industry vertical, or end application so both parties know exactly what is and is not covered.","Narrow fields of use allow the licensor to sign additional licensees for adjacent applications, maximizing royalty income without conflicting with existing grants.",{"step":350,"title":351,"description":352,"tip":353},3,"Set the royalty structure and define net sales","Choose either a percentage-of-net-sales royalty or a per-unit fee, then write out the exact definition of net sales, listing every permitted deduction (e.g., returns, freight, taxes). Set a minimum annual royalty and attach the payment schedule.","Industry royalty rates for manufactured goods typically run 3–8% of net sales for patents on components and 5–15% for patented end products — research comparable license agreements in your sector before fixing a rate.",{"step":355,"title":356,"description":357,"tip":358},4,"Attach the quality standards schedule","Complete Schedule C with specific manufacturing tolerances, materials specifications, testing protocols, and any certifications (e.g., ISO 9001, CE marking) required. Both parties must initial the schedule at signing.","If quality standards will evolve over time, include a clause allowing Licensor to update the schedule with [60] days' notice rather than requiring a contract amendment each time.",{"step":360,"title":361,"description":362,"tip":363},5,"Configure the audit rights clause","Set the audit frequency (typically once per year), notice period (10–15 business days), and the underpayment threshold that triggers cost reimbursement by the licensee (typically 5% of royalties due in the audited period).","Request that the licensee maintain production and sales records for at least 3 years after the end of each royalty period — this aligns with most statute-of-limitations periods for contract claims.",{"step":365,"title":366,"description":367,"tip":368},6,"Negotiate and record improvement ownership","Decide whether improvements to the licensed technology made by the licensee during the term are assigned back to the licensor, remain with the licensee, or are jointly owned. Record the agreed position in a dedicated clause or schedule.","A 'grant-back' clause requiring the licensee to license improvements back to the licensor non-exclusively at no cost is common and generally enforceable, but exclusive grant-backs may raise competition law concerns in the EU.",{"step":370,"title":371,"description":372,"tip":373},7,"Set the term and sell-off provisions","State the initial term, any automatic renewal conditions, and the notice period required for non-renewal. Include a 90–180-day post-termination sell-off period allowing the licensee to deplete finished goods inventory.","For capital-intensive manufacturing, consider a minimum term of 3–5 years to give the licensee adequate time to recover tooling and setup costs — short terms discourage investment in the licensed technology.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before manufacturing begins","Both parties must sign and date the agreement before the licensee begins any production run using the licensed IP. Have each party initial every schedule and amendment page.","Use a dated electronic signature platform to create a timestamped execution record — critical if a royalty underpayment or infringement dispute arises years later.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Omitting 'non-exclusive' from the grant clause","Courts in several jurisdictions have interpreted ambiguous license grants as exclusive, preventing the licensor from signing additional licensees and significantly reducing the IP's commercial value.","State 'non-exclusive' explicitly and prominently in the grant clause and the agreement's title. Do not rely on the absence of exclusivity language to imply it.",{"mistake":385,"why_it_matters":386,"fix":387},"Undefined or vague net sales deductions","Without a precise list of permitted deductions, licensees may subtract freight, agent commissions, returns, promotional discounts, and inter-company markups, shrinking the royalty base by 20–40%.","Define net sales to include gross invoice price minus only: returns actually received, sales taxes, and freight separately invoiced to the customer. Enumerate deductions exhaustively.",{"mistake":389,"why_it_matters":390,"fix":391},"No quality standards schedule attached","A quality control clause referencing an unattached schedule is unenforceable, leaving the licensor unable to prevent substandard products from being sold under its IP.","Complete and attach Schedule C at signing. Both parties should initial the schedule separately to confirm it was reviewed and agreed.",{"mistake":393,"why_it_matters":394,"fix":395},"Failing to address post-termination inventory","Without a sell-off period, the licensor can demand immediate cessation of sales at termination, leaving the licensee with unmarketable finished goods and creating grounds for a damages claim.","Include a 90–180-day post-termination sell-off period allowing the licensee to deplete finished goods already manufactured before the termination date, subject to continued royalty payments on those sales.",{"mistake":397,"why_it_matters":398,"fix":399},"Licensor warranting the IP does not infringe any third-party rights","Patent landscapes are contested and change constantly — a patent the licensor believes is valid may later be challenged or found to overlap another's rights. An absolute non-infringement warranty exposes the licensor to unlimited indemnification liability.","Limit the warranty to the licensor's actual knowledge: 'Licensor is not aware, as of the Effective Date, of any third-party claim that the Licensed IP infringes any third party's intellectual property rights.'",{"mistake":401,"why_it_matters":402,"fix":403},"No sublicensing restriction","Without an explicit prohibition, the licensee may sublicense the manufacturing rights to lower-cost third-party manufacturers without the licensor's knowledge or consent, undermining quality control and royalty collection.","Include a clause stating that the licensee may not sublicense, transfer, or assign any rights under the agreement without prior written consent from the licensor.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a non-exclusive license to manufacture?","A non-exclusive license to manufacture is a contract in which an IP owner grants a manufacturer the right to produce goods using the owner's patents, trade secrets, or proprietary processes, while retaining the right to grant identical rights to other manufacturers. Unlike an exclusive license, it does not prevent the licensor from signing additional production agreements with competing manufacturers. It is the standard instrument for IP owners who want to generate royalty income from multiple manufacturers simultaneously.\n",{"question":409,"answer":410},"What is the difference between an exclusive and a non-exclusive manufacturing license?","An exclusive license prevents the licensor from granting the same manufacturing rights to any other party — the licensee is the sole authorized manufacturer. A non-exclusive license allows the licensor to license the same IP to as many manufacturers as it chooses. Exclusive licenses command higher royalty rates and upfront fees because of this restriction; non-exclusive licenses typically carry lower rates but allow the licensor to multiply revenue across several manufacturers.\n",{"question":412,"answer":413},"What royalty rate is typical for a non-exclusive manufacturing license?","Royalty rates depend heavily on the industry, the IP's value, and the product's gross margin. For patented components, rates typically run 3–8% of net sales. For patented end products with high margins, rates of 5–15% are common. Know-how licenses without patent protection tend to attract lower rates of 2–5%. The widely referenced Georgia-Pacific factors and comparable license benchmarking (available through licensing databases like ktMINE) are the starting point for rate negotiation.\n",{"question":415,"answer":416},"Does a non-exclusive manufacturing license need to be registered?","In the United States, patent licenses do not need to be recorded with the USPTO to be enforceable between the parties, but recording protects the licensee against a subsequent purchaser of the patent who might not have notice of the existing license. In the EU and UK, recording a patent license in the relevant national patent registry is generally advisable to protect the licensee's rights in insolvency scenarios. Trade secret licenses do not require registration in any major jurisdiction.\n",{"question":418,"answer":419},"Can a non-exclusive licensee sublicense manufacturing rights to a third party?","Only if the agreement explicitly permits it. Absent an express sublicensing right, a licensee generally cannot sublicense its manufacturing rights to another party. Most licensors restrict or prohibit sublicensing to maintain quality control and royalty traceability. If sublicensing is permitted, the licensor typically requires approval rights over each sublicensee and the right to audit sublicensee records directly.\n",{"question":421,"answer":422},"What happens to the license if the licensor's patent is challenged or invalidated?","The agreement should address this scenario explicitly. Many manufacturing licenses include a patent challenge clause allowing the licensee to reduce or suspend royalty payments if a licensed patent is declared invalid by a court or patent office. In the US, licensees cannot be prohibited from challenging patent validity under antitrust principles (Lear v. Adkins, 1969). If the patent is ultimately invalidated, royalties accrued before the invalidation date are typically non-refundable under most agreements.\n",{"question":424,"answer":425},"What quality control rights should the licensor include?","The licensor should include the right to approve product specifications before manufacturing begins, inspect facilities on reasonable notice, request product samples for testing, and require the licensee to remedy non-conformances within a defined cure period. Attach a detailed quality standards schedule as an exhibit — a quality clause without an attached standards schedule is difficult to enforce. Some agreements also require the licensee to maintain ISO certification or pass third-party audits.\n",{"question":427,"answer":428},"Is this agreement enforceable outside the United States?","The agreement is generally enforceable in jurisdictions where both parties operate, but the governing-law clause and dispute-resolution mechanism are critical. In the EU, local competition law (particularly Article 101 TFEU and the Technology Transfer Block Exemption Regulation) imposes limits on certain license restrictions — field-of-use and territory clauses must comply with these rules. In Canada and the UK, the agreement is generally enforceable under contract law, but local patent and IP legislation may impose additional requirements. Legal review in each relevant jurisdiction is advisable for cross-border licenses.\n",{"question":430,"answer":431},"Do I need a lawyer to use this template?","For straightforward domestic licenses between established parties with clearly identified IP, a high-quality template is a strong starting point. Legal review is strongly recommended when the licensed IP is valuable, when the parties are in different countries, when royalty structures are complex, or when the agreement involves sensitive trade secrets. A qualified IP attorney can typically review and customize this template in 2–4 hours at a cost of $600–$1,500 — a fraction of the potential exposure from an ambiguous grant clause or undefined royalty base.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Consumer Products","industry-retail","Brand owners license patented product designs or formulations to multiple contract manufacturers, with strict quality standards to protect brand reputation and retail placement.",{"industry":438,"icon_asset_id":439,"specifics":440},"Industrial Manufacturing","industry-manufacturing","Machinery and component manufacturers license proprietary process patents to OEMs in multiple regions, using field-of-use restrictions to segment markets by application.",{"industry":442,"icon_asset_id":443,"specifics":444},"Pharmaceutical and Life Sciences","industry-healthtech","Drug patent holders license manufacturing rights to generic producers or CMOs in low-cost jurisdictions, with stringent GMP compliance requirements and regulatory filing obligations built into quality schedules.",{"industry":446,"icon_asset_id":447,"specifics":448},"Technology Hardware","industry-saas","Semiconductor and electronics IP owners license manufacturing rights to foundries and ODMs, with improvement assignment clauses and strict confidentiality around process know-how.",{"industry":450,"icon_asset_id":451,"specifics":452},"Food and Beverage","industry-food-beverage","Recipe and process IP owners license production rights to co-packers or regional manufacturers, incorporating food safety standards, ingredient sourcing requirements, and labeling compliance into the quality schedule.",{"industry":454,"icon_asset_id":439,"specifics":455},"Automotive and Aerospace","Tier-1 suppliers license patented component technology to Tier-2 manufacturers in approved supply chains, with quality standards tied to industry certifications such as IATF 16949 and AS9100.",[457,460,463,466],{"vs":229,"vs_template_id":458,"summary":459},"D{EXCLUSIVE_MFG_LICENSE_ID}","An exclusive manufacturing license grants the licensee sole production rights, preventing the licensor from authorizing any other manufacturer. It commands higher royalties and upfront fees but limits the licensor's ability to expand revenue. A non-exclusive license suits licensors who want to generate income from multiple manufacturers simultaneously or preserve flexibility to enter new geographic markets independently.",{"vs":240,"vs_template_id":461,"summary":462},"technology-license-agreement-D1246","A technology license agreement grants rights to use or commercialize technology in a broad sense — including selling, distributing, or incorporating it into services — without necessarily granting manufacturing rights. A non-exclusive license to manufacture is specific to the right to produce physical goods. If the licensee needs both manufacturing and distribution rights, both documents may be required, or a combined agreement should be drafted.",{"vs":89,"vs_template_id":464,"summary":465},"patent-license-agreement-D1241","A patent license agreement focuses specifically on rights under one or more defined patents. A non-exclusive license to manufacture is typically broader, covering patents, know-how, trade secrets, and technical specifications as a bundled package. When the licensor's competitive advantage lies in trade secrets and process know-how rather than patents alone, the manufacturing license is the more complete instrument.",{"vs":248,"vs_template_id":467,"summary":468},"D{MFG_SERVICES_AGREEMENT_ID}","A manufacturing services agreement governs a service relationship in which the manufacturer produces goods to the client's specifications and is compensated with a service fee — no IP is licensed. A non-exclusive license to manufacture transfers IP rights and generates royalty income for the licensor. The distinction matters for accounting, tax treatment of payments, and ownership of improvements developed during production.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Domestic licenses for clearly defined IP between established parties where royalty stakes are under $50,000 per year","Free","1–2 hours",{"best_for":475,"cost":476,"time":477},"Licenses involving trade secrets, cross-border manufacture, or royalties above $50,000 annually","$600–$1,500 for an IP attorney review","3–5 business days",{"best_for":479,"cost":480,"time":481},"High-value patent portfolios, pharmaceutical or regulated-industry licenses, multi-jurisdiction manufacturing arrangements, or agreements with complex royalty stacking or grant-back provisions","$3,000–$10,000+","2–6 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","US patent licenses are governed primarily by contract law and the Patent Act (35 U.S.C.). Recording the license with the USPTO under 35 U.S.C. §261 is not required for enforceability between parties but protects the licensee against a bona fide purchaser of the patent. Under Lear v. Adkins (1969), licensees cannot be contractually barred from challenging patent validity. Non-compete and field-of-use restrictions are generally enforceable but may attract antitrust scrutiny under the Sherman Act if the licensor holds market power.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Canadian patent licenses are governed by the Patent Act and applicable provincial contract law. Recording a license with the Canadian Intellectual Property Office is advisable to protect the licensee's rights in insolvency or patent assignment scenarios. Provincial variations in contract law are minimal for commercial agreements, but Quebec contracts should be reviewed under the Civil Code of Quebec. Competition Bureau guidance should be consulted for field-of-use or territorial restrictions in concentrated markets.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Following Brexit, UK patent licenses are governed by the Patents Act 1977 and UK contract law independently of EU regulations. Recording a license at the UK Intellectual Property Office provides protection against third-party patent purchasers. The Competition and Markets Authority applies principles similar to the EU's Technology Transfer Block Exemption Regulation, but under UK-specific guidelines. Post-Brexit, EU TTBER compliance no longer automatically satisfies UK competition requirements.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU manufacturing licenses must comply with the Technology Transfer Block Exemption Regulation (TTBER, Commission Regulation 316/2014) and accompanying guidelines. Hard-core restrictions — such as fixing the licensee's selling price or prohibiting passive sales into other EU member states — are prohibited. Field-of-use and territory restrictions are generally permitted for non-exclusive licenses between non-competing parties. GDPR considerations apply if the agreement involves exchange of personal data as part of quality audits or reporting processes.",[252,241,233,504,505,506,507,508,509,510,511,237],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","intellectual-property-assignment-D5229","distribution-agreement-D12544","supply-agreement-D918","joint-venture-agreement-D889","trademark-license-and-royalty-agreement-D970",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":98,"secondary_folder":514,"document_type":515,"industry":516,"business_stage":517,"tags":518,"confidence":523},"intellectual-property-and-licensing","agreement","general","all-stages",[519,520,118,521,522],"intellectual-property","manufacturing","non-exclusive","licensing",0.95,"\u003Ch2>What is a Non-Exclusive License to Manufacture Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non-Exclusive License to Manufacture Agreement\u003C/strong> is a legally binding contract in which an intellectual property owner (the licensor) grants a manufacturer (the licensee) the right to produce physical goods using the licensor's patents, trade secrets, or proprietary manufacturing processes — while explicitly preserving the licensor's freedom to grant the same rights to other manufacturers. Unlike an assignment, the licensor retains ownership of the IP. Unlike an exclusive license, no single manufacturer holds a monopoly on production. The agreement defines exactly which IP may be used, in which territory, for which products, on what royalty terms, and to what quality standards — creating an enforceable commercial relationship that protects both parties' interests across the full production lifecycle.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Manufacturing someone else's patented technology or proprietary process without a written license agreement exposes the manufacturer to patent infringement liability, which can include injunctions stopping production, disgorgement of profits, and damages of up to three times actual damages in the US for willful infringement. For the licensor, allowing a manufacturer to use protected IP without a written agreement risks implied license claims, uncontrolled quality degradation, and the loss of trade secret protection if confidentiality obligations are never formally established. A properly executed non-exclusive manufacturing license locks in the royalty rate, caps the licensor's warranty exposure, preserves audit rights to detect underpayment, and gives both parties a clear exit path if the relationship deteriorates. Without it, every unit produced under a handshake arrangement is a liability exposure with no contractual ceiling.\u003C/p>\n",1781185936289]