[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-manufacturing-license-agreement-D13844":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":173,"customdescription":6,"mdFm":174,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"MANUFACTURING LICENSE AGREEMENT This Non-Solicitation Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), 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: [LICENSEE NAME] (the \"Licensee\"), 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 certain proprietary manufacturing processes, technology, and know-how (the \"Technology\") that are useful in the production of [PRODUCT DESCRIPTION]; and WHEREAS, the Licensee desires to obtain a license from the Licensor to use the Technology for the purpose of manufacturing [PRODUCT DESCRIPTION]; NOW, THEREFORE, it is agreed as follows: LICENSE GRANT 1.1 Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable license (the \"License\") to use the Technology solely for the purpose of manufacturing [PRODUCT DESCRIPTION] (the \"Product\") as set forth herein. USE OF TECHNOLOGY 2.1 The Licensee shall use the Technology solely for the manufacture of the Product and shall not use it for any other purpose, including but not limited to the manufacture of any other product or for any commercial purpose other than the production of the Product. INTELLECTUAL PROPERTY 3.1 The Licensee acknowledges that the Technology is the proprietary intellectual property of the Licensor and agrees not to reverse engineer, decompile, or otherwise attempt to discover the source code or trade secrets related to the Technology. 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These specifications are outlined in Schedule A attached to this Agreement. Manufacturing Process: The Manufacturer shall be responsible for the procurement of raw materials, production, assembly, quality control, and packaging of the Products, as specified by the Client. FORECASTS AND ORDERS 2.1 Forecasts: The Client shall provide the Manufacturer with rolling forecasts for anticipated orders of the Products on a [MONTHLY/QUARTERLY] basis. These forecasts are non-binding and provided for planning purposes only. 2.2 Purchase Orders: The Client shall issue purchase orders for specific quantities of the Products in accordance with the forecasts. The Manufacturer agrees to fulfill all purchase orders issued by the Client, subject to the terms of this Agreement. 2.3 Order Acceptance: The Manufacturer shall confirm acceptance of each purchase order within [NUMBER OF DAYS] days of receipt. Upon acceptance, the Manufacturer shall be bound by the terms of the purchase order, including delivery dates and quantities. PRICING AND PAYMENT 3.1 Pricing: The price of the Products shall be as set forth in Schedule B attached to this Agreement. Pricing is inclusive of all costs associated with manufacturing, packaging, and delivery of the Products unless otherwise specified. 3.2 Price Adjustments: The Parties may agree to adjust pricing based on changes in raw material costs, labor costs, or other factors. Any price adjustments must be agreed upon in writing by both Parties. 3.3 Payment Terms: The Client agrees to pay the Manufacturer in accordance with the following payment terms: [DESCRIBE PAYMENT TERMS, e.g., 30 days from the date of invoice]. The Manufacturer shall submit invoices upon delivery of the Products, and the Client agrees to pay each invoice within [NUMBER OF DAYS] days of receipt. 3.4 Late Payments: Payments not received within the specified payment period will incur a late fee of [AMOUNT OR PERCENTAGE]% per month until the balance is paid in full. DELIVERY AND ACCEPTANCE 4.1 Delivery Schedule: The Manufacturer agrees to deliver the Products to the Client in accordance with the delivery schedules set forth in the purchase orders. Time is of the essence in the fulfillment of the delivery obligations under this Agreement. 4.2 Shipping Terms: All deliveries shall be made [EX WORKS/FOB/FCA] (as defined by Incoterms 2020) at [SPECIFIED LOCATION]. The Client shall be responsible for the costs and risks associated with shipping the Products from the agreed delivery point. 4.3 Acceptance of Products: The Client shall inspect the Products within [NUMBER OF DAYS] days of receipt and notify the Manufacturer in writing of any defects, non-conformities, or shortages. If no such notice is provided within the inspection period, the Products shall be deemed to be accepted. QUALITY CONTROL 5.1 Quality Standards: The Manufacturer agrees to manufacture the Products in accordance with the quality standards specified by the Client. The Products must be free from defects in materials and workmanship and conform to all agreed specifications. 5.2 Inspections and Testing: The Manufacturer shall conduct inspections and testing of the Products during the manufacturing process and prior to delivery to ensure compliance with the Client's specifications. The Client reserves the right to inspect and test the Products at any stage of the production process. 5.3 Non-Conforming Products: If any Products are found to be defective or non-conforming, the Manufacturer shall, at the Client's option, either replace or repair the defective Products or provide a credit for the non-conforming Products. INTELLECTUAL PROPERTY 6","Contract Manufacturing Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/contract-manufacturing-agreement-D13942.png","https://templates.business-in-a-box.com/imgs/250px/13942.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13942.xml",{"title":93,"description":6},"contract manufacturing agreement",[95,98],{"label":96,"url":97},"Human Resources","human-resources",{"label":99,"url":100},"Company Policies","company-policies","/template/contract-manufacturing-agreement-D13942",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"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. PAYMENT ","Technology Licensing Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":110,"description":6},"technology licensing agreement",[112,114],{"label":18,"url":113},"business-legal-agreements",{"label":21,"url":115},"license-agreement","/template/technology-licensing-agreement-D13434",{"description":118,"descriptionCustom":6,"label":119,"pages":8,"size":9,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), 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: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. 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. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":124,"description":6},"non disclosure agreement nda",[126,127],{"label":18,"url":113},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":145,"url":146},"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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DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 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. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[156,157],{"label":18,"url":113},{"label":18,"url":113},"supply agreement","/template/supply-agreement-D918",{"description":161,"descriptionCustom":6,"label":162,"pages":134,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":171,"url":172},"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},[169,170],{"label":18,"url":113},{"label":18,"url":113},"joint venture agreement","/template/joint-venture-agreement-D889",false,{"seo":175,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":435,"comparisons":452,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":176,"meta_description":177,"primary_keyword":15,"secondary_keywords":178},"Manufacturing License Agreement Template (Free Word)","Free manufacturing license agreement template. Covers IP licensing, territory, royalties, quality control, and termination. Used in 190+ countries. Free Word and PDF download.",[179,180,181,182,183,184,185,186],"manufacturing license agreement template","manufacturing license agreement free download","manufacturing license agreement word","manufacturing licensing contract","product manufacturing license template","ip manufacturing license","royalty manufacturing agreement","licensed manufacturer agreement",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":173},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Manufacturing License 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 patents, trade secrets, designs, or trademarks. This free Word download covers the full scope of a standard manufacturing license — territory, royalties, quality standards, audit rights, and termination — in a single document you can edit online and export as PDF.\n","Use it when you own a product design, patent, or trade secret and want a third-party manufacturer to produce goods on your behalf, or when you are a manufacturer being granted rights to produce another party's proprietary product. It is also the appropriate document when expanding production into a new geography through a local manufacturing partner.\n","Grant of license and scope, territory and exclusivity, royalty rates and payment schedule, quality control and inspection rights, IP ownership and protection, sublicensing restrictions, confidentiality, representations and warranties, indemnification, term, and termination conditions.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Product inventors and patent holders","Licensing a patented design to a contract manufacturer while retaining IP ownership","persona-inventor",{"title":204,"use_case":205,"icon_asset_id":206},"Consumer goods brands","Authorizing overseas factories to produce branded goods under strict quality controls","persona-brand-owner",{"title":208,"use_case":209,"icon_asset_id":210},"Technology companies","Granting a hardware manufacturer the right to embed proprietary firmware or components","persona-tech-company",{"title":212,"use_case":213,"icon_asset_id":214},"Contract manufacturers","Formalizing the legal basis to produce a client's proprietary product at scale","persona-manufacturer",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Outsourcing physical production of a new product while protecting core IP","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Franchisors and licensors","Extending a product line into new markets through licensed local manufacturers","persona-franchisor",[224,228,231,235,239,242,246],{"situation":225,"recommended_template":226,"slug":227},"Granting manufacturing rights in a single country only","Manufacturing License Agreement (Single Territory)","manufacturing-license-agreement-D13844",{"situation":229,"recommended_template":230,"slug":227},"Allowing the manufacturer to sell directly as well as produce","Manufacturing and Distribution License Agreement",{"situation":232,"recommended_template":233,"slug":234},"Licensing software or firmware embedded in manufactured goods","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":236,"recommended_template":237,"slug":238},"Licensing a brand name rather than a production process or patent","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":240,"recommended_template":87,"slug":241},"Engaging a manufacturer for a single production run with no ongoing royalties","contract-manufacturing-agreement-D13942",{"situation":243,"recommended_template":244,"slug":245},"Cross-licensing manufacturing IP between two companies mutually","Cross-License Agreement","license-agreement-D1180",{"situation":247,"recommended_template":248,"slug":249},"Granting exclusive worldwide manufacturing rights with minimum royalty guarantees","Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Licensor","The party that owns the intellectual property and grants permission for a third party to use it under defined conditions.",{"term":255,"definition":256},"Licensee","The party receiving the right to manufacture goods using the licensor's intellectual property, subject to the agreement's terms.",{"term":258,"definition":259},"Licensed IP","The specific patents, trade secrets, designs, trademarks, or technical know-how that the licensor permits the licensee to use in manufacturing.",{"term":261,"definition":262},"Royalty Rate","The percentage of net sales — or a fixed amount per unit produced — that the licensee pays the licensor in exchange for the manufacturing right.",{"term":264,"definition":265},"Minimum Royalty","A floor payment the licensee must make each period regardless of actual production or sales volume, ensuring the licensor receives baseline compensation.",{"term":267,"definition":268},"Exclusivity","A provision granting the licensee the sole right to manufacture the licensed product within a defined territory, preventing the licensor from authorizing competing manufacturers in the same area.",{"term":270,"definition":271},"Territory","The geographic region in which the licensee is authorized to manufacture and, if applicable, sell the licensed products.",{"term":273,"definition":274},"Quality Standards","Specifications, materials, processes, and testing requirements the licensed products must meet, as defined and enforced by the licensor.",{"term":276,"definition":277},"Audit Right","The licensor's contractual right to inspect the licensee's production records and financial books to verify accurate royalty reporting.",{"term":279,"definition":280},"Sublicense","A secondary license granted by the licensee to a third party to use the licensed IP — typically prohibited without the licensor's prior written consent.",{"term":282,"definition":283},"Field of Use","A restriction limiting the licensee's rights to a specific application, product category, or industry, even where the underlying IP could be used more broadly.",{"term":285,"definition":286},"Improvements","Modifications or enhancements to the licensed IP developed during the agreement — the ownership and licensing-back of improvements is a common negotiating point.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Grant of license","Defines exactly what rights are being granted — to manufacture, have manufactured, use, and sell — and specifies whether the license is exclusive or non-exclusive.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], non-transferable license under the Licensed IP to manufacture, have manufactured, use, and sell the Licensed Products solely within the Territory during the Term.","Using 'make and sell' without specifying 'have manufactured' — omitting this means the licensee cannot legally engage subcontractors to assist in production.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Territory and field of use","Limits where and in what application the licensee may use the licensed rights, preventing unauthorized geographic or market expansion.","The license granted herein is limited to the Territory of [COUNTRY / REGION] and the Field of Use of [PRODUCT CATEGORY / APPLICATION]. Any manufacture or sale outside the Territory or Field of Use requires the prior written consent of Licensor.","Leaving territory undefined or writing 'worldwide' without a corresponding minimum royalty. An uncapped worldwide exclusive with no minimum gives the licensee the right to sit on the IP indefinitely.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Royalties, minimum royalties, and reporting","Sets the royalty rate or per-unit fee, establishes a minimum periodic payment, and requires the licensee to submit periodic royalty reports with supporting sales or production data.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of Licensed Products, with a minimum annual royalty of $[AMOUNT] payable within [30] days of each calendar year-end. Licensee shall submit quarterly royalty reports detailing units produced, units sold, Net Sales, and royalties due.","Failing to define 'Net Sales' — deductions for freight, returns, and discounts can differ by 15–30% depending on how the term is constructed, directly affecting royalty income.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Quality control and standards","Requires the licensee to manufacture products according to the licensor's specifications, grants the licensor the right to approve product samples, and establishes a corrective action process for non-conforming goods.","Licensee shall manufacture Licensed Products in strict conformance with the Specifications set out in Schedule B. Licensor shall have the right to inspect a representative sample of each production run. Non-conforming products must be remediated or destroyed within [30] days of notice.","Omitting a sample approval process before full production runs. Without pre-production approval rights, the licensor has no practical leverage to enforce quality standards until substandard goods are already in the market.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Audit rights","Gives the licensor the right to audit the licensee's production and financial records to verify royalty calculations, with rules on frequency, notice, and cost-sharing.","Licensor shall have the right, upon [15] days' written notice, to audit Licensee's books and records relating to the manufacture and sale of Licensed Products no more than once per calendar year. If an audit reveals an underpayment exceeding [5]%, the cost of the audit shall be borne by Licensee.","No audit right at all, or a provision requiring 90 days' advance notice. Without meaningful audit rights, royalty underpayment goes unchecked — and underpayment of 10–20% is common in manufacturing arrangements without regular audits.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property ownership and protection","Confirms that the licensor retains ownership of all licensed IP, requires the licensee to mark products with appropriate patent or trademark notices, and obligates the licensee to notify the licensor of known infringement by third parties.","Licensee acknowledges that all Licensed IP is and shall remain the exclusive property of Licensor. Licensee shall mark all Licensed Products with the patent numbers or trademark registrations specified by Licensor. Licensee shall promptly notify Licensor of any suspected infringement of Licensed IP by third parties.","No product marking requirement. Unmarked products may weaken the licensor's patent enforcement position and, in the US, can limit recovery of damages for patent infringement.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Improvements and feedback","Addresses who owns modifications or enhancements developed by the licensee during the agreement, and whether those improvements are licensed back to the licensor.","Any Improvements to the Licensed IP developed by Licensee during the Term shall be promptly disclosed to Licensor. Licensee hereby grants Licensor a non-exclusive, royalty-free, perpetual license to use such Improvements. Ownership of Improvements shall vest in [LICENSOR / LICENSEE / jointly] as specified in Schedule C.","Granting the licensor ownership of all improvements without compensation. Licensees who invest in product development and are required to assign improvements without consideration have little incentive to innovate — and may challenge the clause.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Confidentiality","Prevents the licensee from disclosing the licensor's trade secrets, formulas, technical know-how, and proprietary manufacturing processes to third parties.","Licensee shall hold in strict confidence all Confidential Information of Licensor and shall not disclose it to any third party without Licensor's prior written consent. Licensee shall restrict access to Confidential Information to employees with a need to know and shall require those employees to be bound by equivalent confidentiality obligations.","No post-termination confidentiality tail. Without a survival clause, confidentiality obligations expire with the agreement — leaving trade secrets unprotected the day the contract ends.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term and termination","Sets the initial term, renewal conditions, and the events that allow either party to terminate early — including material breach, insolvency, or failure to meet minimum royalties.","This Agreement shall have an initial Term of [X] years commencing on the Effective Date, and shall renew automatically for successive [1]-year periods unless either party provides [90] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within the notice period. Licensor may terminate immediately upon Licensee's insolvency or failure to pay minimum royalties.","Automatic renewal with no notice period. A licensee that misses a notice deadline can be locked into another full term with unfavorable economics.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Representations, warranties, and indemnification","Each party warrants its authority to enter the agreement; the licensor warrants ownership of the licensed IP; and each party agrees to indemnify the other for breaches caused by its own conduct.","Licensor represents and warrants that it has full right and authority to grant the license herein and that, to Licensor's knowledge, the Licensed IP does not infringe any third-party intellectual property rights. Each party shall indemnify, defend, and hold harmless the other from and against any claims arising from the indemnifying party's breach of this Agreement or its own negligence.","Licensor giving a blanket warranty of non-infringement without a knowledge qualifier. An unqualified IP warranty exposes the licensor to liability for third-party patent claims it had no way to anticipate.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and licensed IP precisely","Enter the full legal entity names of the licensor and licensee, their registered addresses, and a precise description of the licensed IP — patent numbers, trade secret categories, or trademark registrations as applicable.","Attach a Schedule A listing every patent number, trade secret category, and trademark registration covered. Vague IP descriptions are the most common source of post-signature disputes.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the territory and field of use","Specify the exact countries or regions where manufacturing and, if applicable, sales are permitted. If the license is field-limited, define the product categories or applications with enough precision to exclude adjacent uses.","Use ISO country codes for multi-country territories to avoid ambiguity between common and legal names — 'Korea' vs. 'Republic of Korea' has caused real disputes.",{"step":350,"title":351,"description":352,"tip":353},3,"Set the exclusivity terms and minimum royalties","Decide whether the license is exclusive or non-exclusive. If exclusive, set a minimum annual royalty that compensates the licensor for giving up the right to license others in the same territory.","A minimum royalty equal to 50–70% of projected Year 1 royalties is a common starting point for exclusive manufacturing licenses — enough to protect the licensor without making the deal unworkable for the licensee.",{"step":355,"title":356,"description":357,"tip":358},4,"Draft the royalty rate, definition of net sales, and reporting schedule","Enter the royalty percentage or per-unit fee, define Net Sales explicitly (listing each permitted deduction), and set the quarterly or monthly reporting and payment deadlines.","Cap combined deductions from Net Sales at a percentage — e.g., no more than 10% total — to prevent the royalty base from being engineered down to near zero.",{"step":360,"title":361,"description":362,"tip":363},5,"Attach detailed quality specifications as a schedule","Move all technical specifications, testing protocols, approved materials, and manufacturing process requirements into Schedule B. Cross-reference that schedule in the quality control clause.","Include a sample approval process requiring written licensor sign-off before the first production run and before any material change to materials or processes.",{"step":365,"title":366,"description":367,"tip":368},6,"Set the audit rights parameters","Define notice period, frequency, scope, and cost allocation for audits. Specify what records must be kept and for how long — typically 3–5 years after the relevant royalty period.","15 days' notice and once-per-year frequency is the standard market position; requiring 90 days makes audits practically impossible.",{"step":370,"title":371,"description":372,"tip":373},7,"Define the term, renewal, and termination triggers","Set the initial term length, automatic renewal provisions, notice period for non-renewal, and the specific events that trigger early termination — including breach cure periods, insolvency, and minimum royalty failure.","Include a post-termination wind-down period of 60–90 days allowing the licensee to sell existing finished inventory, with royalties payable on those final sales.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before production begins and register where required","Both parties must sign before the licensee begins any manufacturing activity. In some jurisdictions, recording the license against the underlying patent or trademark registration is required for it to be enforceable against third parties.","In the US, recording a patent license with the USPTO is optional but recommended for exclusive licenses — it provides constructive notice against subsequent licensees.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Vague description of licensed IP","If the licensed IP is not precisely identified by patent number, trade secret category, or trademark registration, the scope of the license is disputed the moment a new product variation or process improvement emerges.","Attach a Schedule A listing every IP asset by its formal identifier. Update the schedule by written amendment whenever new IP is added to or removed from the license.",{"mistake":385,"why_it_matters":386,"fix":387},"Exclusive license with no minimum royalty","An exclusive license without a minimum royalty allows the licensee to block all other manufacturers in the territory while producing nothing — costing the licensor both income and market development.","Pair every exclusive grant with an annual minimum royalty and a right to convert to non-exclusive or terminate if minimums are not met within a cure period.",{"mistake":389,"why_it_matters":390,"fix":391},"No quality control or sample approval process","Without the right to approve pre-production samples and conduct ongoing inspections, the licensor cannot protect the reputation of its brand or the safety profile of its patented design.","Include a production sample approval process in the quality control clause and require written licensor sign-off before the first production run commences.",{"mistake":393,"why_it_matters":394,"fix":395},"Undefined or uncapped net sales deductions","Royalties calculated on 'Net Sales' without a defined deduction list can legally be reduced by freight, discounts, returns, taxes, and rebates — cutting the effective royalty base by 20–40%.","Define every permitted deduction explicitly and cap total deductions at a fixed percentage of gross sales, typically 8–12%.",{"mistake":397,"why_it_matters":398,"fix":399},"No post-termination confidentiality obligation","Trade secrets and manufacturing know-how disclosed during the agreement become freely usable by the licensee the day a confidentiality clause without a survival provision expires.","Include a survival clause specifying that confidentiality obligations continue for at least 5 years after termination — or indefinitely for trade secrets.",{"mistake":401,"why_it_matters":402,"fix":403},"Omitting an improvements clause","Licensees often develop valuable process improvements during production. Without an improvements clause, ownership defaults to the licensee under patent law in most jurisdictions, leaving the licensor unable to use enhancements to its own technology.","Specify improvements ownership and include a license-back provision requiring the licensee to grant the licensor a non-exclusive, royalty-free right to use any improvements developed under the agreement.",[405,408,411,414,417,420,423,426,429,432],{"question":406,"answer":407},"What is a manufacturing license agreement?","A manufacturing license 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 patents, trade secrets, designs, or trademarks. It defines the territory, exclusivity, royalty structure, quality standards, and termination conditions — giving the licensor ongoing control over how its IP is used in production while allowing the licensee to manufacture and sell the licensed products.\n",{"question":409,"answer":410},"What is the difference between a manufacturing license agreement and a contract manufacturing agreement?","A contract manufacturing agreement engages a third-party manufacturer to produce goods on behalf of the IP owner, typically as a work-for-hire arrangement — the manufacturer charges a production fee and has no independent right to use the IP. A manufacturing license agreement grants the manufacturer independent rights to produce and often to sell the licensed product, with royalties flowing back to the IP owner. Use a contract manufacturing agreement when you want full control and ownership of output; use a manufacturing license when you want to grant the manufacturer a degree of commercial independence.\n",{"question":412,"answer":413},"Does a manufacturing license agreement need to be registered?","In the US, recording a patent license with the USPTO is not mandatory but is strongly recommended for exclusive licenses — it provides constructive notice that protects the licensee against a subsequent conflicting license. In some countries, including Germany, China, and several other jurisdictions, recording a patent or trademark license is required for the license to be enforceable against third parties. Consider consulting local counsel in each jurisdiction where the licensed manufacturing will occur.\n",{"question":415,"answer":416},"What royalty rate is standard for a manufacturing license?","Manufacturing license royalty rates vary widely by industry, IP type, and exclusivity. Consumer goods patents typically attract royalties of 2–8% of net sales. Pharmaceutical and chemical patents can run 5–15%. Technology and software-embedded manufacturing licenses often use a per-unit fee rather than a percentage. The exclusive premium — the additional rate charged for granting sole manufacturing rights — is commonly 1.5–2× the non-exclusive rate. Minimum royalties should be negotiated alongside the rate.\n",{"question":418,"answer":419},"Can a manufacturing licensee sublicense the rights to another manufacturer?","Not without explicit permission. A standard manufacturing license agreement prohibits sublicensing without the licensor's prior written consent. Allowing sublicensing without controls creates a chain of manufacturers the licensor cannot audit or hold accountable for quality. If the licensee needs to engage subcontractors, include a specific \"have manufactured\" right in the grant clause rather than a general sublicensing permission.\n",{"question":421,"answer":422},"How should quality control be handled in a manufacturing license agreement?","Quality control should cover three stages: pre-production approval of specifications and materials, production sample approval before each new run, and post-production inspection and audit rights. Specifications should be attached as a schedule rather than embedded in the body of the agreement so they can be updated without amending the main contract. Non-conforming goods should require remediation or destruction within a defined period, and the licensor should retain the right to terminate for persistent quality failures.\n",{"question":424,"answer":425},"What happens to licensed products when a manufacturing license agreement terminates?","On termination, the licensee's right to manufacture ends immediately unless the agreement includes a wind-down period. A 60–90 day sell-off period for finished goods inventory is common, with royalties payable on those final sales. The licensee is typically required to destroy or return any remaining work-in-progress and all confidential materials. Tooling and molds paid for by the licensor should revert to the licensor; those paid for by the licensee are a negotiated point.\n",{"question":427,"answer":428},"Who owns improvements the manufacturer makes to the licensed product?","Ownership of improvements developed by the licensee defaults to the licensee under patent law in most jurisdictions unless the agreement provides otherwise. A well-drafted improvements clause typically specifies that the licensor owns improvements to the core licensed IP, that the licensee owns process improvements unrelated to the core IP, and that each party grants the other a non-exclusive, royalty-free license-back to improvements it does not own. This balance protects the licensor's foundational IP while giving the licensee incentive to invest in production efficiency.\n",{"question":430,"answer":431},"What terms should be in a manufacturing license agreement's termination clause?","A complete termination clause addresses: the initial term and auto-renewal notice period; termination for material breach with a 30-day cure period; immediate termination triggers such as insolvency, change of control, or failure to meet minimum royalties; post-termination wind-down provisions for existing inventory; and survival of confidentiality, audit, and IP ownership clauses after expiration. Missing any of these leaves gaps that can result in a licensee continuing to manufacture after termination or a licensor losing access to royalty records the moment the agreement ends.\n",{"question":433,"answer":434},"Do I need a lawyer to create a manufacturing license agreement?","For straightforward domestic manufacturing licenses involving modest royalty volumes and a trusted counterparty, a high-quality template is a reasonable starting point. Legal review is strongly recommended when the deal is exclusive, the territory spans multiple countries, annual royalties exceed $50,000, the licensed IP includes trade secrets, or enforceability in a specific jurisdiction is critical. A 2–4 hour attorney review typically costs $600–$1,500 and is worthwhile given the long-term financial and IP protection stakes of most manufacturing license arrangements.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Consumer Goods and Retail","industry-retail","Brand owners license product designs and trademarks to overseas factories with strict quality control schedules and per-unit royalty structures tied to seasonal production volumes.",{"industry":441,"icon_asset_id":442,"specifics":443},"Industrial Manufacturing","industry-manufacturing","Patent holders license proprietary processes, tooling designs, or material formulations to component manufacturers, with audit rights covering both financial records and production facility access.",{"industry":445,"icon_asset_id":446,"specifics":447},"Technology Hardware","industry-saas","Technology companies license embedded firmware, chipset designs, or proprietary interfaces to hardware manufacturers, combining a manufacturing license with a technology license and strict field-of-use restrictions.",{"industry":449,"icon_asset_id":450,"specifics":451},"Pharmaceutical and Life Sciences","industry-healthtech","Drug patent holders license manufacturing rights to generic producers under highly regulated quality frameworks, with royalty rates negotiated against regulatory approval milestones and minimum batch commitments.",[453,456,459,462],{"vs":87,"vs_template_id":454,"summary":455},"contract-manufacturing-agreement-D13845","A contract manufacturing agreement is a work-for-hire arrangement — the manufacturer produces goods to the IP owner's specification for a fee, with no independent right to use the IP. A manufacturing license agreement grants the manufacturer an independent right to produce and often sell the licensed product, with royalties flowing to the IP owner. Choose a contract manufacturing agreement when you want full ownership and control of all output; choose a manufacturing license when you want to grant the manufacturer commercial rights to the technology.",{"vs":233,"vs_template_id":457,"summary":458},"technology-license-agreement-D13843","A technology license agreement covers the right to use software, algorithms, or technical know-how — typically for internal use or integration into a third party's product. A manufacturing license agreement specifically authorizes production of physical goods using licensed IP, and adds quality control, production audit rights, and per-unit royalty mechanisms that a standard technology license does not include. Use a technology license for software and digital IP; use a manufacturing license when physical production is the core purpose.",{"vs":248,"vs_template_id":460,"summary":461},"exclusive-license-agreement-D13846","An exclusive license agreement can cover any IP right — distribution, sales, or use — granted on an exclusive basis. A manufacturing license agreement is specifically structured around production, with quality control schedules, inspection rights, and per-unit royalty reporting. An exclusive manufacturing license combines both: it grants exclusive production rights within the manufacturing license framework and is the appropriate document when a single licensee will be the sole authorized producer.",{"vs":237,"vs_template_id":463,"summary":464},"D{TRADEMARK_LICENSE_ID}","A trademark license agreement grants the right to use a brand name or logo on products — it does not convey rights to any production process, patent, or trade secret. A manufacturing license agreement grants the right to produce goods using the licensor's IP, which may or may not include a trademark. Where manufacturing rights include the right to apply a brand name to the product, both documents are typically needed, or the trademark license provisions are incorporated as a schedule within the manufacturing license.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Domestic non-exclusive manufacturing licenses with royalties under $25,000 per year and a known, trusted manufacturing partner","Free","1–2 hours",{"best_for":471,"cost":472,"time":473},"Exclusive licenses, multi-country territories, annual royalties of $25,000–$250,000, or agreements involving trade secrets","$600–$1,500","3–5 days",{"best_for":475,"cost":476,"time":477},"High-value or cross-border exclusive licenses, pharmaceutical or regulated industry manufacturing, or complex improvements and sublicensing structures","$3,000–$10,000+","2–6 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","US patent licenses are governed primarily by federal patent law, with contract interpretation falling to state law as specified in the governing law clause. Exclusive patent licenses should be recorded with the USPTO to provide constructive notice against subsequent licensees. Non-compete and field-of-use restrictions are generally enforceable. California's strict trade secret protections under the DTSA apply even without a specific choice of California law.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canadian patent licenses are governed by the Patent Act and general contract law, which varies by province. Exclusive licenses should be recorded with the Canadian Intellectual Property Office to be enforceable against third-party assignees. Quebec-based manufacturing partners require that the agreement be available in French for provincially regulated enterprises. Technology transfer agreements may require review under the Investment Canada Act if the licensor is a foreign entity.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK patent licenses should be recorded at the UK Intellectual Property Office — registration reduces the stamp duty on royalty payments and protects the licensee against subsequent conflicting licenses. Post-Brexit, separate recording with the UKIPO and EUIPO is required for coverage in both territories. The UK's Trade Secrets (Enforcement, etc.) Regulations 2018 provide statutory protection for manufacturing know-how disclosed under the agreement.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU manufacturing licenses must comply with the EU Technology Transfer Block Exemption Regulation (TTBER), which sets safe-harbor rules for IP licensing between competitors and non-competitors. Exclusive manufacturing licenses that restrict passive sales within the EU may violate Article 101 TFEU competition rules. GDPR applies if the agreement involves any exchange of personal data in connection with royalty reporting or quality audits. Recording requirements vary by member state.",[241,234,249,500,501,502,503,504,505,506,507,508],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","supply-agreement-D918","joint-venture-agreement-D889","distribution-agreement-D12704","new-product-development-plan-D14014","trademark-license-and-royalty-agreement-D970","quality-assurance-policy-D13756","cease-and-desist-letter-D12916",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":113,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"intellectual-property-and-licensing","agreement","manufacturing","all-stages",[516,517,518,519,520],"intellectual-property","contract","manufacturing-license","licensing","royalties",0.95,"\u003Ch2>What is a Manufacturing License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Manufacturing License 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 goods using the licensor's patents, trade secrets, proprietary designs, or trademarks. Unlike a simple production contract where a manufacturer is paid a fee to make goods on behalf of an IP owner, a manufacturing license grants the licensee an independent legal right to use the licensed IP, typically in exchange for ongoing royalty payments. The agreement defines the territory where manufacturing is permitted, the exclusivity of the grant, the quality standards the licensee must meet, the licensor's audit rights over production records, and the conditions under which the arrangement can be terminated.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a manufacturing license agreement, allowing a third party to produce goods using your intellectual property is legally equivalent to surrendering control of it. A manufacturer without a formal license has no defined obligation to maintain quality standards, no accountability for royalty reporting, and no restriction on sublicensing your IP to additional manufacturers. The consequences range from brand damage caused by off-spec products to complete loss of trade secret protection if a court finds that confidential manufacturing know-how was shared without adequate protective measures. For manufacturers, operating without a signed agreement means producing goods with no documented legal right to use the underlying IP — exposure that becomes critical if the licensor is acquired, enters insolvency, or disputes the scope of the arrangement. This template gives both parties a clear, enforceable framework that protects the licensor's IP, ensures the licensee's production rights are documented, and establishes the royalty, quality, and termination mechanics needed to manage the relationship for its full term.\u003C/p>\n",1781185993122]