[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-oem-distribution-and-license-agreement-D5200":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"OEM DISTRIBUTION AND LICENSE AGREEMENT This OEM Distribution and License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), 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 \"Second Party\"), 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], (the \"First Party\" hereinafter) manufactures certain [DESCRIBE]; WHEREAS, [COMPANY NAME], (the \"Second Party\" hereinafter) manufactures, integrates, markets and distributes [DESCRIBE]. WHEREAS, the parties wish to form a strategic alliance whereby Second Party will have the following rights on the terms and under the conditions set forth in this Agreement: (i) to purchase and distribute on an OEM basis certain First Party [SPECIFY] products (pursuant to which OEM arrangement Second Party would add to First Party's [SPECIFY] products an exterior casing of Second Party's design, Second Party brand markings, disk drives (mass storage), memory (other than base memory) and NIC cards; (ii) to have First Party port First Party's [SPECIFY] operating system and related software for operation on Second Party manufactured platforms and to distribute such Second Party platforms with such ported First Party's [SPECIFY] operating system and related software; and (iii) to manufacture [SPECIFY] products based on First Party's hardware designs and incorporating existing (i.e., non-ported) First Party [SPECIFY] operating system and related software. WHEREAS, the parties intend that First Party's [PRODUCT NAME] will be made available to Second Party under similar terms and conditions to this Agreement, provided that all exclusivity provisions under Attachment D, Section b shall not apply to [PRODUCT NAME]. NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions set forth below, the parties agree as follows: DEFINITIONS \"Days\" means calendar days unless specifically set forth as business days. \"End User\" means the ultimate end user customer of products sold under or distributed pursuant to this Agreement. \"[SPECIFY]\" or \"[SPECIFY]\" means a Network Attached Storage file server appliance that runs First Party's proprietary or third party operating system, software, hardware, and firmware; for the avoidance of doubt, a file server based on NT, Unix or NetWare (or successor technologies) is not a [SPECIFY]. \"Licensed Materials\" means the First Party proprietary [SPECIFY] hardware design (\"Licensed Hardware Materials\"); the First Party proprietary [SPECIFY] operating system and related software or firmware as ported by First Party to operate on Second Party manufactured platforms pursuant to Section 5.a and licensed to Second Party pursuant to the license in Section 5.b (\"Licensed Ported Software Materials\"). \"Licensed Ported Products\" means Second Party products incorporating the Licensed Ported Software Materials. \"Licensed Manufactured Products\" means Second Party products incorporating the Licensed Non-Ported Software Materials and Licensed Hardware Materials. \"Licensed Products\" means Licensed Ported Products and/or Licensed Manufactured Products. \"Network Attached Storage\" or \"NAS\" means a \"higher-level\" special purpose / single focus storage device utilizing hard disk drives, running a special purpose real-time operating system (not NT-, NetWare-, Unix- or successor technology-based) that connects directly to a LAN and/or WAN IP-based communication network and supports remote file system access protocols to provide access to data (e.g., CIFS, NFS). A key design point is that a NAS device is not designated to support general purpose computing applications. \"NFS Software\" means the First Party Software that enables serving files via the NFS (Network File System) protocol. \"OEM Products\" means the RAID [SPECIFY] hardware products, including the object code version of the OEM Software. \"OEM Software\" means First Party proprietary [SPECIFY] operating system and related software or firmware used in the OEM Products. \"Quarter\" means Second Party's fiscal quarter. \"RAID\" means Redundant Array of Independent Disk data protection and storage technology. \"RAID [SPECIFY]\" has the meaning specified in Section 3. \"Software\" means the Licensed Ported Software Materials, the Licensed Non-Ported Software Materials, and/or the OEM Software, as applicable. OEM TERMS Appointment and License. Subject to all the terms and conditions of this Agreement, (i) First Party hereby appoints Second Party for the term of this Agreement as a nonexclusive, worldwide distributor of the OEM Products directly to End Users and through Second Party's affiliated systems integrators, distributors, value added resellers and resellers, and (ii) as part of such appointment, First Party hereby grants Second Party a nonexclusive, worldwide, nontransferable license to market and distribute the OEM Software only in object code form and for use only with the OEM Products for use by End Users. Packaging specifications for OEM Products are contained in Attachment E. Except as provided in Section 14 (Escrow), neither Dell nor any of its End Users is/are entitled to receive any source code, source information or documentation, or similar materials relating to the OEM Products. The licensed and related rights granted in this Agreement are non-exclusive, subject to Attachment D, Section b. First Party has the right, upon [NUMBER] months prior written notice to Second Party, to make significant changes or modifications to, or to discontinue, any OEM Products and/or any portion of the Licensed Materials; provided, however, that the parties may exercise their rights under the engineering change order provisions in Attachment [SPECIFY]. Additionally, First Party agrees to continue to sell or license the discontinued OEM Product and/or portion of the Licensed Materials to Second Party under this Agreement for a period of not less than [NUMBER] days following such discontinuance. End User Documentation. First Party agrees to provide Second Party with First Party's standard or localized end user documentation for the OEM Products and the Licensed Materials (\"Documentation\") in mutually agreeable electronic form. Subject to all the terms and conditions of this Agreement, First Party hereby grants Second Party a nonexclusive, worldwide, nontransferable license to reproduce, modify and create derivative works of the Documentation (or to have third parties do so on Second Party's behalf) and to market and distribute to End Users such derivative works of the Documentation solely with the OEM Products or Licensed Products. Second Party may reproduce and distribute the Documentation in hard copy or softcopy form as well as in electronic form. Second Party will provide to First Party copies of all Documentation derivative works created by or for Second Party. The parties agree to discuss the sharing of costs for Documentation localization on a case-by-case basis. End User License Terms. Software portions of OEM Products and Licensed Products may be distributed only by Second Party to End Users, each of which has agreed to be bound by an agreement in electronic or printed format substantially in the form, and shall be subject to the terms and conditions set forth in First Party's End User Software License Agreement substantially in the form of Attachment [SPECIFY] as well as any additional terms of such relationship; provided that any such additional terms shall be consistent in all material respects with Attachment [SPECIFY]. Restrictions. 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Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[92,94],{"label":17,"url":93},"business-legal-agreements",{"label":17,"url":93},"reseller agreement","/template/reseller-agreement-D5202",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":114},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":106,"description":6},"exclusive distribution agreement",[108,111],{"label":109,"url":110},"Sales & Marketing","sales-marketing",{"label":112,"url":113},"Marketing & Sales Contracts","marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":127,"url":128},"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","7",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},[125,126],{"label":17,"url":93},{"label":17,"url":93},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":101,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"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","3","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":137,"description":6},"non disclosure agreement nda",[139,140],{"label":17,"url":93},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":118,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":157,"url":158},"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",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},[153,154],{"label":17,"url":93},{"label":155,"url":156},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":160,"descriptionCustom":6,"label":161,"pages":100,"size":101,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":170},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), 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 THE CLIENT], (the \"Client\"), 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] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice","IT Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":166,"description":6},"it service agreement",[168,169],{"label":17,"url":93},{"label":17,"url":93},"/template/it-service-agreement-D13422",false,{"seo":173,"reviewer":184,"legal_disclaimer":188,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":243,"clauses":280,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":425,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":506,"classification":507},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177},"OEM Distribution and License Agreement Template (Free Word)","Free OEM distribution and license agreement template covering IP licensing, distribution rights, royalties, branding, and termination. Used in 190+ countries. Free Word and PDF download.","oem distribution and license agreement",[178,179,180,181,182,183],"oem license agreement template","oem distribution agreement","original equipment manufacturer agreement","oem contract template","software oem agreement","oem reseller agreement template",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":190,"legal_review_recommended":188,"signature_required":188,"notarization_required":171},"advanced",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"An OEM Distribution and License Agreement is a legally binding contract between an intellectual property owner (the licensor) and an original equipment manufacturer or reseller (the licensee) that grants the right to bundle, distribute, and sublicense the licensor's product or technology as part of the licensee's own offering. This free Word download covers the full scope of IP rights, territory, royalties, branding obligations, and termination in a single document you can edit online and export as PDF.\n","Use it when a software vendor, hardware manufacturer, or technology company wants to allow a distribution partner to embed or resell their product under the partner's brand. It is also needed when the licensee requires a formal grant of rights before integrating third-party technology into their own commercial product.\n","Grant of license and distribution rights, territory and exclusivity terms, royalty and payment structure, branding and white-label obligations, IP ownership and protection, confidentiality, warranties and indemnification, audit rights, and termination conditions with post-termination obligations.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Software vendors","Licensing their platform or application to hardware manufacturers for bundled distribution","persona-software-vendor",{"title":201,"use_case":202,"icon_asset_id":203},"Hardware manufacturers","Embedding third-party firmware, OS, or software in devices before sale to end users","persona-manufacturer",{"title":205,"use_case":206,"icon_asset_id":207},"Technology startups","Formalizing a white-label distribution deal with an established channel partner","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Channel sales managers","Governing reseller rights, territory boundaries, and royalty obligations for OEM partners","persona-channel-manager",{"title":213,"use_case":214,"icon_asset_id":215},"Intellectual property attorneys","Drafting or reviewing OEM licensing terms on behalf of licensor or licensee clients","persona-ip-attorney",{"title":217,"use_case":218,"icon_asset_id":219},"Enterprise procurement teams","Onboarding a new OEM technology supplier under documented IP and distribution terms","persona-procurement-manager",[221,225,228,232,235,237,240],{"situation":222,"recommended_template":223,"slug":224},"Licensing software for embedding in a physical device with no resale rights","Software Embedded License Agreement","software-license-agreement-D12928",{"situation":226,"recommended_template":99,"slug":227},"Granting a partner exclusive resale rights in a defined geographic territory","exclusive-distribution-agreement-D1240",{"situation":229,"recommended_template":230,"slug":231},"Allowing a partner to sell under their own brand with no IP sublicensing","White Label Agreement","white-label-agreement-D13293",{"situation":233,"recommended_template":85,"slug":234},"Engaging a non-exclusive reseller with no bundling or branding rights","reseller-agreement-D5202",{"situation":236,"recommended_template":68,"slug":224},"Licensing software to an end user directly with no distribution rights",{"situation":238,"recommended_template":60,"slug":239},"Granting a manufacturer rights to produce and sell hardware under a licensed brand","manufacturing-license-agreement-D13844",{"situation":241,"recommended_template":117,"slug":242},"Establishing a joint go-to-market with shared revenue and co-branding","joint-venture-agreement-D889",[244,247,250,253,256,259,262,265,268,271,274,277],{"term":245,"definition":246},"OEM (Original Equipment Manufacturer)","A company that integrates another party's product or technology into its own offering and sells the combined product to end users, often under its own brand.",{"term":248,"definition":249},"Licensor","The party that owns the intellectual property and grants the rights to use, distribute, or sublicense it under the terms of the agreement.",{"term":251,"definition":252},"Licensee","The party that receives the grant of rights to use, distribute, or embed the licensor's technology as part of its own product or service.",{"term":254,"definition":255},"Grant of License","The specific clause that defines the scope of rights transferred — whether to use, modify, sublicense, distribute, or create derivative works — and any limitations on those rights.",{"term":257,"definition":258},"Royalty","A periodic payment from the licensee to the licensor, typically calculated as a fixed fee per unit distributed or a percentage of net revenue attributable to the licensed product.",{"term":260,"definition":261},"Exclusivity","A term restricting the licensor from granting the same rights to other parties in a defined territory or market segment for the duration specified in the agreement.",{"term":263,"definition":264},"White Label","A distribution arrangement in which the licensee sells the licensor's product under its own brand, with the original source obscured from end users.",{"term":266,"definition":267},"Sublicense","The right, if granted, for the licensee to extend usage rights to a third party — such as an end customer — within the boundaries defined by the original license.",{"term":269,"definition":270},"Audit Rights","A contractual provision allowing the licensor to inspect the licensee's sales records, usage logs, or royalty calculations to verify accurate reporting and payment.",{"term":272,"definition":273},"Derivative Work","A product or work that incorporates or is based upon the licensed technology — ownership of derivative works must be explicitly addressed in the agreement.",{"term":275,"definition":276},"Territory","The geographic scope — country, region, or worldwide — within which the licensee is authorized to distribute or sublicense the licensed product.",{"term":278,"definition":279},"Indemnification","A clause requiring one party to compensate the other for losses, damages, or legal costs arising from a defined category of claim, such as IP infringement by the licensed product.",[281,286,291,296,301,306,311,316,321,326],{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Grant of license and distribution rights","Defines exactly what the licensee may do with the licensed technology — embed it, distribute it, sublicense it to end users, or modify it — and what is expressly prohibited.","Licensor hereby grants to Licensee a [non-exclusive / exclusive], non-transferable license to [reproduce / distribute / sublicense] the Licensed Technology solely as integrated into Licensee's products ('OEM Products') within the Territory during the Term.","Omitting the word 'non-transferable' or failing to restrict sublicensing. Without explicit limits, the licensee may argue it can assign or further license the rights to third parties without consent.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Territory and exclusivity","Specifies the geographic region in which the licensee may distribute the OEM product and whether the licensor may grant the same rights to competing partners in that region.","The Territory shall be [COUNTRY / REGION]. This license is [exclusive / non-exclusive] within the Territory. Licensor shall not grant distribution rights for the Licensed Technology to any third party in the Territory during the exclusivity period of [X] months.","Granting exclusivity without a minimum volume commitment. An exclusive territory with no performance floor locks the licensor out of that market even if the licensee distributes zero units.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Royalties and payment terms","States the royalty rate or per-unit fee, the reporting period, payment deadline, and the currency and method of payment.","Licensee shall pay Licensor a royalty of [X]% of Net Revenue derived from OEM Products, or $[X] per unit distributed, whichever is greater. Royalties shall be reported and remitted within [30] days of the end of each calendar quarter.","Failing to define 'Net Revenue' precisely. Leaving the deduction basis vague — whether it includes shipping, returns, taxes, or partner discounts — leads to royalty disputes that are difficult to resolve without expensive litigation.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Branding and white-label obligations","Sets out whether the licensed product may be sold under the licensee's brand, what attribution to the licensor (if any) is required, and the licensor's brand usage guidelines the licensee must follow.","Licensee may market and distribute OEM Products under Licensee's brand. Licensee shall include the following attribution on all packaging and documentation: '[LICENSOR NAME] Technology Inside.' All use of Licensor's trademarks, if any, shall comply with Licensor's then-current Brand Guidelines.","Allowing full white-label distribution without requiring any attribution or quality approval. The licensor's technology may end up bundled with inferior products, damaging its reputation in ways the licensor has no contractual basis to address.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"IP ownership and protection","Confirms that the licensor retains all ownership of the licensed technology and any improvements made to it, and obligates the licensee to protect the licensor's IP from unauthorized use.","All right, title, and interest in the Licensed Technology, including all improvements, modifications, and derivative works created by either party that relate to the Licensed Technology, shall vest exclusively in Licensor. Licensee shall promptly notify Licensor of any known or suspected infringement.","Failing to address ownership of improvements the licensee makes to the technology. Without a clear clause, a licensee who enhances the product may claim independent IP rights in those enhancements.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Confidentiality","Prohibits each party from disclosing the other's confidential information — including source code, pricing, and technical specifications — to third parties during and after the agreement.","Each party shall hold the other's Confidential Information in strict confidence, use it solely for purposes of this Agreement, and not disclose it to any third party without prior written consent. This obligation survives termination for a period of [3] years.","Using a one-way confidentiality clause that only protects the licensor. The licensee also discloses confidential information — customer data, sales projections, integration details — and requires reciprocal protection.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Warranties and indemnification","The licensor warrants it owns the technology and has the right to license it; both parties indemnify each other for specific categories of loss, including third-party IP infringement claims.","Licensor warrants that it has full right and authority to grant the licenses herein and that, to Licensor's knowledge, the Licensed Technology does not infringe any third-party IP right. Licensor shall indemnify Licensee against any third-party claim alleging that the Licensed Technology infringes a valid patent, copyright, or trade secret.","Omitting an indemnification cap or carve-out for willful infringement. An uncapped indemnity exposes the licensor to unlimited liability; courts in some jurisdictions will not enforce unlimited indemnities, leaving both parties without predictable risk exposure.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Audit rights and recordkeeping","Grants the licensor the right to audit the licensee's records to verify royalty calculations, and requires the licensee to maintain accurate distribution and revenue records for a defined period.","Licensor shall have the right, upon [30] days' written notice and no more than once per calendar year, to audit Licensee's books and records relating to OEM Product distribution. Licensee shall retain such records for a minimum of [3] years. If an audit reveals an underpayment exceeding [5]%, Licensee shall bear the cost of the audit.","No audit trigger for shortfall cost allocation. Without a percentage threshold, the licensee has little financial incentive to maintain accurate records, since the licensor bears audit costs regardless of the finding.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Term and termination","Defines the initial contract period, renewal conditions, events that trigger immediate termination for cause, and the notice period required for termination without cause.","This Agreement commences on [DATE] and continues for an initial term of [X] years, renewing automatically for successive one-year periods unless either party provides [90] days' written notice of non-renewal. Either party may terminate for cause upon [30] days' written notice if the other party materially breaches and fails to cure within the notice period.","Automatic renewal without a notice deadline. Licensors and licensees alike have missed the notice window and found themselves locked into an unwanted additional term — a common and costly oversight.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Post-termination obligations","Specifies what the licensee must do after the agreement ends — stop distributing, destroy or return materials, wind down existing sublicenses, and pay any outstanding royalties.","Upon termination, Licensee shall immediately cease distribution of OEM Products, destroy or return all copies of the Licensed Technology, and pay all outstanding royalties within [30] days. Existing sublicenses granted to end users prior to termination may continue under their original terms for the remainder of their licensed period.","Not addressing existing end-user sublicenses at termination. If the licensee has already distributed the product to thousands of customers, abrupt termination of those sublicenses creates downstream liability and customer service crises the licensor may inherit.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Identify both parties with full legal entity names","Enter the licensor's and licensee's complete registered legal names, entity types, and principal place of business addresses. Do not use trade names or brand names in place of legal names.","Cross-reference each entity's registration in the applicable corporate registry before execution — a name discrepancy between the contract and the registry can complicate enforcement.",{"step":338,"title":339,"description":340,"tip":341},2,"Define the licensed technology precisely","Attach a Schedule A or exhibit that describes the licensed technology, product, or software with version numbers, specification references, or patent numbers. Vague descriptions create scope disputes.","If the technology evolves during the contract term, include a process for updating the Schedule rather than amending the full agreement each time.",{"step":343,"title":344,"description":345,"tip":346},3,"Set the territory and exclusivity terms with performance minimums","Choose the geographic territory carefully and decide whether exclusivity is warranted. If granting exclusivity, set a minimum annual distribution volume the licensee must meet to maintain exclusive status.","Tiered exclusivity — exclusive for Year 1 if 10,000 units are distributed, converting to non-exclusive if the threshold is missed — protects the licensor while incentivizing the licensee.",{"step":348,"title":349,"description":350,"tip":351},4,"Draft the royalty structure with defined revenue terms","State whether royalties are per-unit, percentage-of-net-revenue, or a hybrid. Define every deduction from gross revenue that determines net revenue — taxes, shipping, returns, and channel discounts — so there is no room for interpretation.","A per-unit floor (the greater of X% or $Y per unit) protects the licensor if the licensee heavily discounts the OEM product to gain market share.",{"step":353,"title":354,"description":355,"tip":356},5,"Address IP ownership of improvements and derivative works","Decide explicitly who owns improvements and enhancements: licensor only, licensee only, or jointly. Document this in the IP ownership clause and, if joint ownership applies, specify how jointly owned IP may be exploited.","Licensor ownership of all improvements is the most common and cleanest arrangement for software OEM deals — it avoids co-ownership disputes and keeps the technology roadmap under the licensor's control.",{"step":358,"title":359,"description":360,"tip":361},6,"Set audit frequency, trigger threshold, and cost allocation","Limit audits to once per year, specify a minimum shortfall percentage (typically 5%) that triggers the licensee to bear audit costs, and require the licensee to retain records for at least three years.","Include a self-audit reporting obligation — requiring the licensee to certify royalty accuracy in writing each quarter — as a first line of verification before a full audit becomes necessary.",{"step":363,"title":364,"description":365,"tip":366},7,"Define termination notice periods and post-termination wind-down","Set the notice period for non-renewal (90 days is standard for multi-year agreements) and the cure period for material breach (30 days is common). Address what happens to existing end-user sublicenses after termination.","A sell-off period of 60–90 days after termination — allowing the licensee to sell existing inventory — is often commercially reasonable and reduces termination disputes.",{"step":368,"title":369,"description":370,"tip":371},8,"Confirm governing law and dispute resolution before signing","Choose a governing jurisdiction with clear, predictable commercial law for technology licensing — Delaware, New York, England and Wales, or Ontario are common choices. Specify whether disputes go to arbitration or court.","Arbitration confidentiality protects both parties' technology details from public court records — a significant advantage in competitive markets.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"Granting exclusivity without a minimum volume commitment","An exclusive territory with no performance floor locks the licensor out of that market entirely, even if the licensee distributes zero units. The licensor loses revenue opportunity with no recourse.","Attach a Schedule of Annual Minimum Commitments and include a step-down clause converting exclusivity to non-exclusive status if minimums are not met in any given year.",{"mistake":378,"why_it_matters":379,"fix":380},"Leaving 'Net Revenue' undefined in the royalty clause","Ambiguous revenue definitions lead to royalty shortfalls that are almost impossible to litigate without expensive expert accounting testimony. The licensee will apply the interpretation most favorable to itself.","Define net revenue as gross sales less specifically enumerated deductions — returns actually credited, sales taxes collected, and shipping charged to customers — and nothing else.",{"mistake":382,"why_it_matters":383,"fix":384},"No ownership clause for improvements and derivative works","A licensee who builds enhancements may claim independent IP rights in those improvements, giving them leverage to withhold the enhancements or sublicense them to competitors.","Include an explicit clause assigning all improvements and derivative works related to the licensed technology back to the licensor, with a license-back to the licensee solely for use under this agreement.",{"mistake":386,"why_it_matters":387,"fix":388},"Automatic renewal without a calendar-flagged notice deadline","Parties routinely miss automatic renewal notice windows — often 60 or 90 days before expiry — and find themselves bound for another full term they did not intend to enter.","Add a practical reminder mechanism to the contract: a clause requiring each party to send a courtesy reminder to the other at least 120 days before the notice deadline, and calendar the deadline at signing.",{"mistake":390,"why_it_matters":391,"fix":392},"Uncapped indemnification for IP infringement","Unlimited indemnification exposes the licensor to catastrophic liability if the licensed technology is found to infringe a significant patent. Some jurisdictions will not enforce uncapped indemnities, leaving the clause void.","Cap indemnification at a multiple of total royalties paid in the 12 months preceding the claim — typically 1× to 3× — and carve out willful infringement for unlimited exposure only where fault is proven.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to address post-termination end-user sublicenses","If the licensee has distributed the OEM product to thousands of end customers, terminating all sublicenses simultaneously creates a customer service and legal liability crisis that the licensor may inherit.","Include a survival clause allowing existing end-user sublicenses to run to their natural expiry after agreement termination, with the licensor stepping into the licensee's obligations if necessary.",[398,401,404,407,410,413,416,419,422],{"question":399,"answer":400},"What is an OEM distribution and license agreement?","An OEM distribution and license agreement is a contract between an IP owner and a distribution partner that grants the partner the right to bundle, rebrand, and resell the owner's product or technology as part of the partner's own offering. It defines the scope of rights granted, the territory, royalty structure, branding obligations, and how the relationship ends. It is commonly used in software, hardware, and technology industries where one company's technology is embedded or distributed inside another company's product.\n",{"question":402,"answer":403},"What is the difference between an OEM agreement and a standard reseller agreement?","A reseller agreement authorizes a partner to sell the licensor's product as-is, under the licensor's brand, to end customers. An OEM agreement goes further — it allows the partner to integrate the technology into its own product, often under its own brand, and may include rights to sublicense to end users. OEM agreements require more detailed IP clauses, branding terms, and sublicense governance because the licensee's customers may not even know the underlying technology exists.\n",{"question":405,"answer":406},"Does an OEM agreement need to be exclusive?","No — exclusivity is a negotiated term, not a requirement. Non-exclusive OEM agreements are common when the licensor wants to distribute through multiple partners simultaneously. If exclusivity is granted, it should always be conditioned on minimum annual distribution volumes. An exclusive agreement with no performance floor gives the licensee de facto control over the territory with no accountability to the licensor.\n",{"question":408,"answer":409},"How are royalties typically calculated in an OEM license agreement?","Royalties in OEM agreements are typically calculated as a per-unit fee, a percentage of net revenue from products containing the licensed technology, or a hybrid of both. A hybrid structure — the greater of X% of net revenue or $Y per unit — protects the licensor if the licensee discounts heavily. Net revenue must be precisely defined to include only specified deductions, such as taxes collected and actual returns credited.\n",{"question":411,"answer":412},"Who owns improvements and enhancements to the licensed technology?","Ownership of improvements is determined by the contract, not by default law. In most OEM agreements, the licensor retains ownership of all improvements to the core licensed technology. The licensee typically receives a license-back for any licensor-owned improvements. If the licensee creates independent enhancements that do not incorporate the core technology, those may be owned by the licensee — but this boundary must be explicitly drawn in the agreement.\n",{"question":414,"answer":415},"Can the licensee sublicense the OEM product to end users?","Only if the agreement explicitly grants sublicensing rights. Without that right, the licensee cannot legally extend usage rights to third parties, including end customers. Most OEM agreements do grant a right to sublicense to end users for the purpose of using the bundled product, subject to an end-user license agreement (EULA) that must meet minimum standards set by the licensor.\n",{"question":417,"answer":418},"What happens to end-user sublicenses when the OEM agreement terminates?","The agreement should address this explicitly. A common approach is to allow existing end-user sublicenses to run to their natural expiry after the OEM agreement terminates, preventing the licensor from inheriting an angry customer base. Some agreements require the licensor to step into the licensee's support obligations for those surviving sublicenses. Without a survival clause, terminating all sublicenses simultaneously is technically correct but commercially and legally risky.\n",{"question":420,"answer":421},"Is an OEM distribution and license agreement enforceable internationally?","Generally yes, but enforceability depends on the governing law chosen in the agreement, the jurisdictions where the parties operate, and local IP and commercial law requirements. EU data protection laws may affect how user data embedded in OEM products is handled. Some countries restrict or require registration of technology license agreements for royalty payments to be repatriated. Legal review in each operational jurisdiction is advisable before the agreement is executed for international deployments.\n",{"question":423,"answer":424},"Do I need a lawyer to draft or review an OEM distribution and license agreement?","For straightforward domestic OEM arrangements with modest royalty exposure, a high-quality template is a solid starting point. Legal review is strongly recommended when the technology is proprietary or patented, when exclusivity is granted over a significant territory, when annual royalties are expected to exceed $50,000, or when the agreement involves parties in multiple jurisdictions. An IP or technology licensing attorney typically charges $500–$1,500 to review and tailor a template for a standard OEM deal.\n",[426,430,434,438,442,446],{"industry":427,"icon_asset_id":428,"specifics":429},"Software and SaaS","industry-saas","Licensing platform APIs or embedded software to hardware manufacturers or enterprise solution providers, with sublicense rights to end users and usage-based royalty reporting.",{"industry":431,"icon_asset_id":432,"specifics":433},"Hardware and Electronics","industry-manufacturing","Embedding licensed firmware, operating systems, or chipset drivers in consumer or industrial devices, with per-unit royalties tied to manufacturing output rather than sales revenue.",{"industry":435,"icon_asset_id":436,"specifics":437},"Telecommunications","industry-telecom","Bundling licensed software or codecs into network equipment or handsets, with regulatory compliance obligations and carrier-specific branding restrictions layered on top of standard OEM terms.",{"industry":439,"icon_asset_id":440,"specifics":441},"Healthcare and Medical Devices","industry-healthtech","Licensing diagnostic algorithms or software components for integration into FDA-regulated or CE-marked devices, requiring additional regulatory compliance representations and strict quality audit rights.",{"industry":443,"icon_asset_id":444,"specifics":445},"Automotive and Industrial","industry-automotive","Embedding navigation, telematics, or control software into vehicles or machinery, with long contract terms (5–10 years), component-level version lock requirements, and product liability indemnification.",{"industry":447,"icon_asset_id":448,"specifics":449},"Consumer Electronics","industry-retail","Integrating licensed content, operating environments, or security technology into consumer devices, with retail channel sell-through reporting requirements and geographic territory management.",[451,454,457,460],{"vs":68,"vs_template_id":452,"summary":453},"software-license-agreement-D12893","A software license agreement grants an end user the right to use software for internal purposes — it does not include distribution or sublicensing rights. An OEM distribution and license agreement is designed specifically for partners who will embed and redistribute the technology as part of their own product. If your counterparty is an end user rather than a distribution partner, use a software license agreement instead.",{"vs":85,"vs_template_id":455,"summary":456},"reseller-agreement-D12978","A reseller agreement authorizes a partner to sell the licensor's product as-is, under the licensor's brand, without bundling or integration rights. An OEM agreement grants the right to integrate, rebrand, and sublicense the technology as part of the partner's own product. The OEM structure requires significantly more detailed IP, branding, and sublicense governance than a standard reseller arrangement.",{"vs":99,"vs_template_id":458,"summary":459},"exclusive-distribution-agreement-D5082","An exclusive distribution agreement grants a partner sole rights to distribute a product in a territory, but does not include IP licensing, sublicensing, or integration rights. An OEM agreement combines distribution exclusivity with a technology license and is the appropriate document when the partner needs to embed or modify the product. Use the exclusive distribution agreement when the partner is reselling the product without modification or IP integration.",{"vs":117,"vs_template_id":461,"summary":462},"joint-venture-agreement-D183","A joint venture agreement establishes a shared business entity or commercial arrangement with mutual investment and shared profits. An OEM agreement is a vendor-customer relationship — the licensor retains full IP ownership and the licensee pays royalties. When the goal is shared development and co-ownership of new technology, a joint venture or co-development agreement is more appropriate than an OEM structure.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Domestic OEM arrangements with non-exclusive rights, modest royalty volumes, and a counterparty in the same jurisdiction","Free","1–3 hours to complete and review",{"best_for":469,"cost":470,"time":471},"Agreements involving exclusivity, annual royalties above $50,000, proprietary software, or parties in more than one country","$500–$1,500 for an IP or technology licensing attorney review","3–7 business days",{"best_for":473,"cost":474,"time":475},"Complex multi-territory OEM deals, patented technology, regulated industries (medical devices, automotive, telecoms), or material indemnification exposure","$3,000–$10,000+ for full custom drafting by an IP attorney","2–6 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","US OEM agreements are primarily governed by contract law and the Uniform Commercial Code where goods are involved. IP licensing terms must comply with federal copyright and patent law. Non-compete and exclusivity clauses may be scrutinized under state antitrust law in California and other states. Royalty withholding tax obligations may apply to cross-border payments depending on applicable tax treaties.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian OEM agreements are governed provincially — Ontario and British Columbia are common governing law choices for technology deals. PIPEDA and provincial privacy laws may affect how user data in bundled products is handled. Quebec civil law requirements apply if either party is provincially regulated in Quebec, and French-language documentation may be required. Cross-border royalty payments are subject to Part XIII withholding tax under the Income Tax Act, typically reduced by treaty.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","England and Wales is a common governing law choice for OEM agreements given predictable commercial contract law. Post-Brexit, EU IP registrations (EU trade marks, Community designs) no longer automatically cover the UK — separate UK IP rights should be confirmed. The UK GDPR applies to any OEM product processing personal data of UK residents. Competition law scrutiny of exclusive territorial grants is handled by the Competition and Markets Authority.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU technology licensing agreements must comply with the EU Technology Transfer Block Exemption Regulation (TTBER), which sets safe-harbor rules for exclusivity, royalty obligations, and non-compete provisions. GDPR compliance is mandatory for any OEM product processing personal data of EU residents, and the licensor may need to contractually obligate the licensee to meet GDPR requirements. Exclusive territorial restrictions are subject to EU competition law review, and certain per-unit royalty structures may require notification under state aid rules in regulated sectors.",[224,234,227,242,498,499,500,501,502,503,504,505],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","distribution-agreement-D12544","it-service-agreement-D13422","master-service-agreement-D12657","supply-agreement-D918","trademark-license-and-royalty-agreement-D970","vendor-agreement-D13292",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":93,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"distribution-and-channel","agreement","general","all-stages",[513,514,515,516,517],"intellectual-property","oem-distribution","license-agreement","reseller","channel-partner",0.95,"\u003Ch2>What is an OEM Distribution and License Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>OEM Distribution and License Agreement\u003C/strong> is a legally binding contract between an intellectual property owner (the licensor) and a distribution partner (the licensee) that grants the partner the right to embed, bundle, rebrand, and distribute the licensor's technology or product as part of the partner's own commercial offering. Unlike a simple reseller arrangement, an OEM agreement transfers a structured set of IP rights — including the right to sublicense end users — and governs how those rights are scoped by territory, exclusivity terms, and royalty obligations. The agreement protects both parties: the licensor retains ownership of the underlying technology while controlling how it is used and monetized; the licensee receives the legal certainty needed to invest in integration, product development, and go-to-market execution.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing technology through an OEM channel without a formal agreement exposes both parties to serious and compounding risk. Without a written license, the licensee has no legally documented right to embed or redistribute the technology — making every product it ships a potential IP infringement. Without defined royalty terms, the licensor has no enforceable basis to collect payment or audit reported sales. Without IP ownership and improvement clauses, a licensee who builds enhancements on top of the licensed technology may claim independent rights in those enhancements — giving a distribution partner unexpected leverage over the licensor's own product roadmap. Post-termination obligations left unaddressed mean that when the relationship ends, thousands of existing end-user sublicenses may be left in legal limbo. This template provides the complete contractual structure to resolve all of these issues before they become disputes — covering rights, royalties, branding, audit, and wind-down in a single enforceable document.\u003C/p>\n",1781186022843]