[{"data":1,"prerenderedAt":510},["ShallowReactive",2],{"document-oem-reciprocal-license-agreement-D5201":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":170,"customdescription":6,"mdFm":171,"mdProseHtml":509},{"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 RECIPROCAL LICENSE AGREEMENT This OEM Reciprocal License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This OEM License Agreement is a \"Contract\" made pursuant to a Master Agreement of [DATE]. This Agreement, the Master Agreement and Exhibits [SPECIFY] of the Master Agreement will become effective simultaneously, as of the date when this Agreement, the Master Agreement and all such Exhibits of the Master Agreement have been mutually signed and delivered by the parties. DEFINITIONS \"Code\" means the computer programming code relating to [SPECIFY] and [SPECIFY] software products in object and/or executable code form (machine-readable) not to include source code. \"Documentation\" means the textual materials relating to the Code provided to each other by Licensor and Licensee, including operating instructions, related technical information, and user documentation. \"[SOFTWARE NAME]\" means the software products and programs for [SPECIFY], as listed in Exhibit A including their Code and Documentation, and any other existing or future e-Commerce Products that Licensor determines is appropriate for [SPECIFY], including their Code and Documentation. Exhibit A shall be updated to keep it current with future e-Commerce Products of Licensor for [SPECIFY] and Updates. \"e-Commerce Products\" means software products and programs that are used in the creation, analysis, management and promotion of Internet E-Commerce web sites, storefronts, customer service, business logic, and e-commerce transactions for consumer-to-business and business-to-business solutions across the Internet or Intranets. Software products or programs that are not competitive with [SOFTWARE NAME] or future releases thereof shall not be deemed to be within the definition of ecommerce products. \"Marks\" means Licensor Marks and Licensee Marks. \"Licensor Marks\" means the trademarks and/or product names of Licensor. \"Licensee Marks\" means the trademarks and/or product names of Licensee. \"Proprietary Data\" means any proprietary \"know-how\" which a disclosing party discloses to a receiving party relating to the development or use of the disclosing parties design, structure, configuration, programming, and protocol of the disclosing parties software. \"Know-how\" may include computer program designs, algorithms, subroutines, system specifications, programming logic, manufacturing techniques, and program architecture. \"Licensor Software\" means any software proprietary to Licensor including [SOFTWARE NAME] programs or Code. It also refers to any [SOFTWARE NAME] programs used in conjunction with Licensee Software. \"Licensee Software\" means the software proprietary to Licensee which is included by Licensee in [SPECIFY]. \"[SPECIFY] [NAME]\" mean the [SPECIFY] software distribution designated by Licensee for [NAME]. This [SPECIFY] software distribution for [NAME] includes a [SPECIFY] kernel, Licensee Software and [SPECIFY] Third Party Software. [SPECIFY] for [NAME] includes existing and future versions thereof. Third Party Software. \"Third Party Software\" means the software proprietary third parties which is included in [SPECIFY]. \"[SPECIFY] Third Party Software means the Third Party Software included by Licensee in [SPECIFY] for [NAME]. \"[SOFTWARE NAME] Third Party Software\" means the Third Party Software included by Licensor in [SOFTWARE NAME]. \"[SPECIFY] [NAME]\" means the bundled combination of [SOFTWARE NAME] with [SPECIFY] [NAME] plus third party software, plus any other software the parties agree to add. \"Licensor's version of the bundle\" means the bundled combination of [SPECIFY] [NAME] with [SOFTWARE NAME] plus any software the parties agree to add. \"Reseller\" shall mean a distributor, OEM, VAR, integrator, retailer, dealer or other reseller. \"Updates\" shall means updates and upgrades to, new versions of, and replacements for [SOFTWARE NAME]. OWNERSHIP Ownership [SOFTWARE NAME] is the proprietary product of Licensor and others in accordance with Sections 3.3 and 3.4 below and is protected by the Copyright and Trademark Laws of the [COUNTRY]. Licensee acknowledges that Licensor and others in accordance with Sections 3.3 and 3.4 below own the intellectual property in [SOFTWARE NAME] software and Licensee makes no claim of ownership to their intellectual property in [SOFTWARE NAME] or [SOFTWARE NAME] itself. Licensor and Licensee Markings Licensee and Licensor shall not in any manner act adversely to each others Marks, Proprietary Data, or other intellectual property. Licensee shall not remove the Licensor Marks from [SOFTWARE NAME], unless granted in written permission from Licensor. Licensor shall not remove the Licensee Marks from [SPECIFY], unless granted in written permission from Licensor. Mutual Rights and Obligations Licensor acknowledges that all rights, ownership, and trademarks of [SPECIFY] for [NAME] are the exclusive property of Licensee and/or Licensee's licensors / suppliers. Licensee acknowledges that all rights, ownership and trademarks of [SOFTWARE NAME] are the exclusive property of Licensor and/or Licensor licensors/suppliers. Licensor shall not in any manner act adversely to the Licensee Marks, Licensee's Proprietary Data or other intellectual property of Licensee. The [NAME] product name and trademark shall belong exclusively to Licensee. The parties will work together in the spirit of an equal partnership so that there is agreement on all product issues such as content, look and feel and licensing terms. Licensee will be sure that the name [SOFTWARE NAME] is featured in all packaging and promotion, web sites and software so that brand equity is built for both parties and their respective products ([NAME] and [SOFTWARE NAME]). [SPECIFY] [NAME] must give prominent credit to [SOFTWARE NAME] in all packaging and promotion. Licensor must have the opportunity to approve packaging and promotional materials. Licensor marketing materials, packaging and look & feel must come through in Licensee's packages, web sites and collateral. Licensor is entitled to create its own version of the bundled software and for that version hereby extends to Licensee the same terms listed above. LICENSE License Grant Licensor grants a, non-transferable (except under Section [NUMBER] of the Master Agreement), worldwide right and license for the [SPECIFY] market during the term of this Agreement, (and Licensee grants Licensor a non-transferable (except under Section [NUMBER] of the Master Agreement), worldwide right and license for the [SPECIFY] market during the term of this agreement) to do the following: bundle [SOFTWARE NAME] with [SPECIFY] for [NAME] to create [NAME] and Licensor's version of the bundled product. market, distribute, package, and publish [SOFTWARE NAME] and [SPECIFY], including [SOFTWARE NAME] and [SPECIFY] Software and documentation, only as part of [NAME] or Licensor's version of the bundled product and sell [SOFTWARE NAME] and [SPECIFY] licenses to end users who receive [NAME]; use [SOFTWARE NAME] (such use being limited to use by employees or by independent contractors of Licensee for internal use only). Such internal use will require payment of [SPECIFY] license fees based on the number of CPUs being used. Licensee shall be entitled to purchase such [SPECIFY] licenses from Licensor at Licensor's cost. Licensor employees and independent contractors may use [SPECIFY] for internal development. copy and reproduce [SOFTWARE NAME] and [SPECIFY] for the purposes of this Agreement. 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The Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses under Letters Patent of [COUNTRY] issued to it, specifically, [NUMBER], entitled \"[NAME]\" and [NUMBER], entitled \"[NAME]\". B. Without admitting the validity of the above-mentioned patents, but solely for commercial purposes, the Licensee wishes to acquire the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the invention patented in such Letters Patent, throughout the [COUNTRY] and its territories. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: GRANT OF LICENSE The Licensor grants to the Licensee the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the inventions patented in the above-mentioned Letters Patent, throughout the [COUNTRY] and its territories, to the full end of the term or terms for which such Letters Patent have been or may be granted, and any reissue or reissues of such Letters Patent, unless this agreement is terminated prior to such term or terms, as provided below. REPRESENTATIONS OF LICENSOR The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [COUNTRY] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement. SCHEDULE OF ROYALTIES The Licensee agrees to pay the Licensor, commencing [date], and after that date, during the continuance of this agreement, royalties on apparatus embodying and containing the above-mentioned inventions, which are manufactured, sold, and sued by the Licensee; and such royalties shall be computed in the following manner: A sum based on a sliding scale, decreasing in accordance with the increased volume of sales of the Licensee, during any fiscal year, in accordance with the schedule set forth as follows: [specify]. RATE OF ROYALTIES The Licensee shall have the right, option and privilege of selecting the rate of royalty to be paid according to the schedule contained in Article Three of this agreement, and for that purpose Licensee may for three quarterly periods of any fiscal year pay royalties on the minimum basis, and in the final quarter report upon the basis of the actual number of apparatus sold during the year, and the royalty for the entire year shall be computed on a basis of such reduced royalty, and adjustment and payment made accordingly. For example, the Licensee may for three quarterly periods report on the basis of sale of [AMOUNT] or under, and payments of royalties shall be made at the rate of [AMOUNT] cents per hundred; when reporting for the fourth quarterly period, if the business done was much more extensive, Licensee may select a royalty at a lesser rate to cover the actual amount of sales, and the royalty payable for the entire year will be based upon such quantity","Patent License Agreement","3",43,"https://templates.business-in-a-box.com/imgs/1000px/patent-license-agreement-D967.png","https://templates.business-in-a-box.com/imgs/250px/967.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#967.xml",{"title":6,"description":6},[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":96,"url":97},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","patent license agreement","/template/patent-license-agreement-D967",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":112,"url":113},"JOINT DEVELOPMENT AGREEMENT This Joint Development 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] has developed [SPECIFY]. WHEREAS [COMPANY NAME] detains know-how in [SPECIFY]; WHEREAS the parties have expressed their interest in entering into a joint development agreement to develop [SPECIFY]. NOW, THEREFORE, in consideration of the mutual covenants and conditions, the parties agree as follows: 1. JOINT DEVELOPMENT 1.1 [YOUR COMPANY NAME] and [COMPANY NAME] hereby undertake to cooperate in the development of an [SPECIFY]. The Joint Project shall meet the [STATE/PROVINCE] and other applicable regulatory standards and requirements. 1.2 Under the Joint Project, [COMPANY NAME] shall be responsible to furnish complete information pertaining to the [SPECIFY], including: (a) [DESCRIBE]; (b) regulatory approval requirements and timeframes; (c) any suggestions and recommendations for improving [SPECIFY]. 1.3 Under the Joint Project, [YOUR COMPANY NAME] shall be responsible to provide, on a timely basis, all necessary information to [COMPANY NAME], in order to allow [COMPANY NAME] to carry out its responsibilities under this Agreement. 1.4 In the event that any or part of the equipment required for the implementation of the Joint Project shall be procured from outside suppliers, whether for manufacturing or assembly, the parties hereby agree to consult with each other for the choice of any such supplier as well as with respect to the technical specifications to be included in any request for quotation to be provided to such supplier, the whole with the objective to ensure that such equipment will meet the highest standards of performance at the most competitive prices. 2. JOINT COMMITTEE 2.1 For the purpose of carrying out and monitoring the Joint Project, the parties hereby create a joint development committee composed of [NUMBER] representatives of each of [COMPANY NAME] and [YOUR COMPANY NAME] (the \"Joint Committee\"). The initial Joint Committee shall be composed of: for [YOUR COMPANY NAME]: [NAME] [NAME] for [COMPANY NAME]: [NAME] [NAME] 2.2 During the terms of this Agreement, each party may, at its sole discretion, replace any of its representatives on the Joint Committee. The appointment of a new representative shall be effective upon receipt by the other party of a written notice to that effect. 2.3 The Joint Committee shall hold meetings bi-weekly via teleconferencing or otherwise to discuss technology development issues, to elaborate equipment, network and service specifications, to review the planning and the scheduling of the Joint Project and, generally, to ensure the proper carrying out of the Joint Project. Promptly, after each meeting, the Joint Committee shall issue a written progress report to be distributed to the management of each of [YOUR COMPANY NAME] and [COMPANY NAME]. 3. JOINT PROJECT SCHEDULE 3.1 The parties agree that the initial duration of the Joint Project shall be [NUMBER] months starting on [DATE] and ending on [DATE]. The Joint Project shall be divided in stages as more specifically described in Schedule A attached. 3.2 Each party hereby undertakes to inform the other party, as soon as possible upon knowledge thereof, of any fact or event which might have a substantial impact on the feasibility of the Joint Project or the Joint Project schedule. 3.3 In the event that the Joint Project is delayed, for any reason whatsoever, beyond the Joint Project schedule but that the Joint Project is still feasible within a reasonable time frame, then each party hereby agrees to negotiate in good faith an extension of the initial Joint Project schedule or any stage thereof. 4. TERMINATION 4.1 At any time during the term of this Agreement, any party may, for any reason whatsoever, terminate this Agreement by giving the other party a [NUMBER] days written notice to such effect. 4.2 This Agreement shall be terminated if one party is declared bankrupt, becomes insolvent within the meaning of any insolvency law or makes an assignment of its property for the benefit of its creditors generally. 4","Joint Development Agreement Standard","5",50,"https://templates.business-in-a-box.com/imgs/1000px/joint-development-agreement_standard-D887.png","https://templates.business-in-a-box.com/imgs/250px/887.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#887.xml",{"title":6,"description":6},[110,111],{"label":17,"url":94},{"label":17,"url":94},"joint development agreement standard","/template/joint-development-agreement-standard-D887",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":126,"url":127},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. 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","18",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},[124,125],{"label":17,"url":94},{"label":17,"url":94},"reseller agreement","/template/reseller-agreement-D5202",{"description":129,"descriptionCustom":6,"label":130,"pages":86,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":142},"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",513,"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":136,"description":6},"non disclosure agreement nda",[138,139],{"label":17,"url":94},{"label":140,"url":141},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":155,"url":156},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), 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 \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[153,154],{"label":17,"url":94},{"label":17,"url":94},"technology transfer agreement","/template/technology-transfer-agreement-D919",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":131,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":169},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":165,"description":6},"master service agreement",[167,168],{"label":17,"url":94},{"label":17,"url":94},"/template/master-service-agreement-D12657",false,{"seo":172,"reviewer":184,"quick_facts":188,"at_a_glance":191,"personas":195,"variants":220,"glossary":245,"clauses":279,"how_to_fill":330,"common_mistakes":371,"faqs":396,"industries":424,"comparisons":441,"diy_vs_lawyer":453,"jurisdictions":466,"related_template_ids_curated":487,"schema":496,"classification":497},{"meta_title":173,"meta_description":174,"primary_keyword":20,"secondary_keywords":175},"OEM Reciprocal License Agreement Template (Free Word)","Free OEM reciprocal license agreement template. Governs mutual IP licensing between manufacturers and technology partners. Used in 190+ countries. Free Word and PDF download.",[176,177,178,179,180,181,182,183],"oem license agreement template","reciprocal license agreement template","oem software license agreement","mutual license agreement template","oem licensing contract","technology license agreement template","oem agreement template word","intellectual property license agreement",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":189,"legal_review_recommended":190,"signature_required":190},"advanced",true,{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"An OEM Reciprocal License Agreement is a legally binding contract between two parties that grants each other the right to use, integrate, and distribute defined intellectual property — typically software, firmware, or patented technology — within their respective products. This free Word download provides a structured starting point covering mutual license grants, royalties, IP ownership, sublicensing rights, and termination in a single enforceable document.\n","Use it when two companies are integrating each other's technology into their products — such as a hardware manufacturer bundling a software vendor's platform, where both parties contribute and rely on the other's IP. It is also appropriate when formalizing cross-licensing arrangements between technology partners who need symmetrical rights and obligations.\n","Mutual license grants with defined scope and territory, royalty structures and payment terms, IP ownership and reservation of rights, sublicensing and distribution rights, confidentiality obligations, warranties and indemnification, and termination and post-termination provisions.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Hardware manufacturers","Bundling a third-party software platform into a product line under a mutual IP arrangement","persona-manufacturer",{"title":201,"use_case":202,"icon_asset_id":203},"Software vendors","Licensing embedded technology to an OEM partner while receiving access to the partner's hardware IP","persona-software-vendor",{"title":205,"use_case":206,"icon_asset_id":207},"Technology startup founders","Formalizing a cross-licensing deal with a larger OEM before a co-development launch","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"In-house legal counsel","Standardizing the company's OEM licensing framework across multiple hardware or software partners","persona-legal-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"Product managers","Structuring the IP terms of a technology partnership that involves mutual integration of components","persona-product-manager",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate development teams","Documenting cross-licensing rights as part of a strategic alliance or joint go-to-market arrangement","persona-corporate-development",[221,225,228,232,235,238,241],{"situation":222,"recommended_template":223,"slug":224},"One-way license where only the OEM receives rights to use the vendor's technology","OEM License Agreement (Unilateral)","oem-distribution-and-license-agreement-D5200",{"situation":226,"recommended_template":64,"slug":227},"Software-only licensing with no hardware component","software-license-agreement-D12928",{"situation":229,"recommended_template":230,"slug":231},"Two companies co-developing a new product and sharing resulting IP","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":233,"recommended_template":85,"slug":234},"Licensing a patent portfolio between competitors or partners","patent-license-agreement-D967",{"situation":236,"recommended_template":116,"slug":237},"Technology reseller rights without deep IP integration","reseller-agreement-D5202",{"situation":239,"recommended_template":240,"slug":224},"Distributing a branded product under another party's mark alongside the IP license","OEM Distribution Agreement",{"situation":242,"recommended_template":243,"slug":244},"Short-term technology evaluation before committing to a full license","Technology Evaluation Agreement","technology-assignment-agreement-D765",[246,249,252,255,258,261,264,267,270,273,276],{"term":247,"definition":248},"OEM (Original Equipment Manufacturer)","A company that incorporates another party's components, software, or technology into its own product for resale, typically under its own brand.",{"term":250,"definition":251},"Reciprocal License","A license arrangement in which each party grants the other defined rights to use its intellectual property, creating symmetrical obligations and entitlements.",{"term":253,"definition":254},"Licensed IP","The specific intellectual property — patents, software code, firmware, trademarks, or trade secrets — that a party authorizes the other to use under the agreement.",{"term":256,"definition":257},"Field of Use","A restriction limiting how and in what context the licensed IP may be used — for example, 'only in consumer electronics products sold in North America.'",{"term":259,"definition":260},"Royalty","A periodic payment calculated as a percentage of net revenue or a fixed fee per unit shipped, paid by one or both parties in exchange for the license rights received.",{"term":262,"definition":263},"Sublicense","The right to grant a third party — typically a contract manufacturer or distributor — some or all of the license rights the original licensee received.",{"term":265,"definition":266},"Reservation of Rights","A clause explicitly stating that any rights not expressly granted in the agreement remain with the original IP owner and are not transferred or implied.",{"term":268,"definition":269},"Derivative Works","Modifications, adaptations, or enhancements made to licensed IP; the agreement must specify who owns derivative works created by each party.",{"term":271,"definition":272},"Most-Favored Licensee","A clause entitling one party to receive terms no less favorable than those offered to any other licensee for the same IP, protecting against preferential treatment of competitors.",{"term":274,"definition":275},"Indemnification","A contractual obligation for one party to cover the other's losses, legal costs, and damages arising from a defined event — typically an IP infringement claim by a third party.",{"term":277,"definition":278},"Source Code Escrow","An arrangement placing software source code with a neutral third party, released to the licensee only if the licensor ceases to maintain the software or goes insolvent.",[280,285,290,295,300,305,310,315,320,325],{"name":281,"plain_english":282,"sample_language":283,"common_mistake":284},"Recitals and definitions","Sets the context for the agreement, identifies the parties, and defines all key terms used throughout the contract so there is no ambiguity when a defined term appears later.","This OEM Reciprocal License Agreement ('Agreement') is entered into as of [DATE] between [PARTY A LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Party A'), and [PARTY B LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Party B'). Capitalized terms have the meanings set forth in Schedule 1.","Leaving key terms like 'Licensed Products,' 'Net Revenue,' or 'Derivative Works' undefined. Disputes almost always trace back to a term that each side interpreted differently because it was not defined in the contract.",{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Mutual license grants","The core clause — each party grants the other a defined license to use its IP, specifying the scope, territory, exclusivity, and sublicensing rights.","Party A hereby grants to Party B a [non-exclusive / exclusive], non-transferable, royalty-bearing license to use, reproduce, and distribute the Party A Licensed IP solely within the Field of Use in the Territory. Party B hereby grants to Party A a [non-exclusive / exclusive], non-transferable license to use the Party B Licensed IP on the same terms.","Granting a license without specifying the field of use or territory. An unbounded license grant can be interpreted as a worldwide, unrestricted right, which is rarely what either party intends.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Ownership and reservation of rights","Confirms that each party retains full ownership of its background IP and that no rights are transferred beyond those expressly granted.","Each party retains all right, title, and interest in and to its own Licensed IP. No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted to the other party are reserved.","Omitting this clause entirely. Without it, a licensee may argue that the broad license language implicitly transferred ownership or created an implied license to use related IP not listed in the agreement.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Derivative works and improvements","Addresses who owns any modifications, enhancements, or new works created by either party that are based on or incorporate the other party's licensed IP.","Any Derivative Works created by Party B that incorporate Party A Licensed IP shall be owned by [PARTY A / PARTY B / JOINTLY], and Party B hereby assigns all right, title, and interest in such Derivative Works to [OWNER]. Each party grants the other a [royalty-free / royalty-bearing] license to any Improvements to Licensed IP made during the Term.","Defaulting to joint ownership of derivative works without thinking through the operational consequences. Joint ownership means neither party can license the jointly-owned IP to a third party without the other's consent, which can paralyze commercialization.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Royalties and payment terms","Defines how royalties are calculated for each direction of the license, when payments are due, and what records each party must keep to support royalty reporting.","Party B shall pay Party A a royalty of [X]% of Net Revenue from Licensed Products sold in the Territory, payable within [30] days after each calendar quarter. 'Net Revenue' means gross revenue from Licensed Products less [returns, taxes, shipping]. Each party shall maintain records sufficient to verify royalty calculations for [3] years.","Defining royalties on gross revenue instead of net revenue without specifying which deductions are permitted. This regularly creates calculation disputes because each party applies different deductions.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Sublicensing and distribution rights","States whether and how each party may grant sublicenses to contract manufacturers, distributors, or resellers, and what obligations flow down to those sublicensees.","Party B may sublicense the rights granted hereunder to its authorized contract manufacturers solely for the purpose of manufacturing Licensed Products on Party B's behalf, provided that each sublicense is in writing, contains terms no less protective of Party A's IP than this Agreement, and Party B remains liable for the sublicensee's compliance.","Permitting sublicensing without requiring that sublicensees be bound by confidentiality and IP protection terms at least as strict as the main agreement. A breach by an unsupervised sublicensee can expose the licensed IP to the public domain or a competitor.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Confidentiality","Obliges both parties to protect each other's confidential information — including source code, product roadmaps, and pricing — and limits use to the purposes of the agreement.","Each party agrees to hold the other's Confidential Information in strict confidence using no less than reasonable care, not to disclose it to any third party without prior written consent, and to use it solely to exercise the rights or fulfill the obligations under this Agreement. These obligations survive termination for [5] years.","Setting a confidentiality survival period of only 1 year. For technology licensing, trade secrets can retain commercial value for much longer — a short survival window leaves the disclosing party unprotected after termination.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations, warranties, and indemnification","Each party warrants that it owns or has the right to license its IP, that the licensed IP does not infringe third-party rights, and agrees to indemnify the other party against IP infringement claims arising from its own IP.","Each party represents and warrants that: (a) it has full authority to grant the licenses herein; (b) the Licensed IP does not, to its knowledge, infringe any third-party intellectual property rights. Each party shall indemnify, defend, and hold harmless the other from any third-party claim alleging that the indemnifying party's Licensed IP infringes a third party's IP rights.","Omitting a mutual indemnification for IP infringement claims and relying only on an 'as-is' disclaimer. If a third party sues the licensee claiming the licensed IP infringes its patent, the licensee has no recourse against the licensor without an explicit indemnity clause.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Term and termination","Sets the duration of the agreement, the conditions under which either party may terminate early (for cause or convenience), and the notice periods required.","This Agreement commences on the Effective Date and continues for [3] years ('Initial Term'), renewing automatically for successive [1]-year terms 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.","No cure period for material breach before termination is permitted. Immediate termination rights are often disproportionate for a first breach and expose both parties to costly litigation over whether a breach was actually material.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Post-termination obligations and sell-off rights","Governs what each party may and must do after the agreement ends — including inventory sell-off periods, return or destruction of confidential information, and survival of key clauses.","Upon termination, each party shall: (a) cease all use of the other party's Licensed IP within [30] days; (b) return or certify destruction of all Confidential Information; and (c) may sell existing inventory of Licensed Products for up to [90] days post-termination ('Sell-Off Period'), subject to continued royalty obligations. Sections [Ownership, Confidentiality, Indemnification, Governing Law] survive termination.","Failing to specify which clauses survive termination. Without explicit survival language, courts in some jurisdictions interpret termination as extinguishing all obligations — including confidentiality and indemnification — which defeats the purpose of those clauses.",[331,336,341,346,351,356,361,366],{"step":332,"title":333,"description":334,"tip":335},1,"Identify both parties with their full legal entity names","Enter each company's registered legal name, jurisdiction of incorporation, and principal address. Confirm these against corporate registry filings before execution.","Using a trade name instead of the registered entity name can void the agreement or create enforcement gaps if the trade name is not formally registered.",{"step":337,"title":338,"description":339,"tip":340},2,"Define the licensed IP for each party with precision","Attach a Schedule listing each party's licensed IP by patent number, software product name and version, or trade secret category. Vague descriptions like 'all technology' create scope disputes.","For software, include version numbers and specify whether source code, object code, or both are licensed — the distinction has major implications for what the licensee can do with the IP.",{"step":342,"title":343,"description":344,"tip":345},3,"Set the field of use and territory for each license direction","Define exactly what products or applications the licensee may incorporate the IP into, and in which countries or regions. Use Schedule A for Party A's license terms and Schedule B for Party B's.","If the field of use is intended to be narrow, list the excluded uses explicitly — courts read ambiguity in favor of the licensee in most jurisdictions.",{"step":347,"title":348,"description":349,"tip":350},4,"Negotiate and enter royalty rates and payment mechanics","Agree on royalty percentages or per-unit fees for each direction of the license, define 'Net Revenue' precisely, and specify payment frequency, late-payment interest, and audit rights.","Build in an annual audit right allowing each party to inspect the other's royalty records on 30 days' notice — it rarely gets used but deters underreporting.",{"step":352,"title":353,"description":354,"tip":355},5,"Address derivative works and improvement ownership","Decide before drafting whether derivative works belong to the creating party, the original IP owner, or are jointly owned. Document the decision in the clause and in the negotiation record.","Default to ownership by the creating party with a license-back to the original IP owner — this is the simplest structure and avoids joint-ownership deadlocks.",{"step":357,"title":358,"description":359,"tip":360},6,"Set sublicensing permissions and downstream obligations","If either party needs to sublicense to contract manufacturers or distributors, specify that sublicenses must be in writing, contain equivalent IP protections, and that the sublicensor remains liable for sublicensee compliance.","Require written approval from the other party for any sublicense granted to a competitor — add a 'no sublicense to competitors' carve-out to protect both parties.",{"step":362,"title":363,"description":364,"tip":365},7,"Complete the term, termination, and post-termination sections","Set the initial term, auto-renewal intervals, notice periods for non-renewal, cure periods for material breach, and the sell-off window for existing inventory after termination.","A 90-day sell-off period is standard for hardware products; software licenses typically allow a shorter 30-day transition window.",{"step":367,"title":368,"description":369,"tip":370},8,"Sign before any IP is shared or integrated","Both authorized signatories must execute the agreement before any licensed IP is delivered, disclosed, or integrated. Post-facto signatures create consideration and enforceability problems for IP assignment and confidentiality clauses.","Use a countersignature process — send for signature in the order that creates the least negotiating leverage risk, typically having the party with less negotiating power sign first.",[372,376,380,384,388,392],{"mistake":373,"why_it_matters":374,"fix":375},"Undefined field of use creating an unbounded license","Without a field-of-use restriction, the licensee can argue it has the right to use the licensed IP in any product or market — including those the licensor competes in directly.","Define the field of use in a Schedule with positive grant language ('solely for use in [PRODUCT CATEGORY]') and an explicit exclusion of all other uses.",{"mistake":377,"why_it_matters":378,"fix":379},"Symmetric royalty rates assumed without modeling the economics","When both parties contribute IP of unequal commercial value, applying identical royalty rates in both directions creates a net transfer of value that one party did not intend.","Model the royalty flows in both directions before finalizing rates. A cross-license with a net royalty balancing payment is often more commercially accurate than mirrored percentages.",{"mistake":381,"why_it_matters":382,"fix":383},"Joint ownership of derivative works without a commercialization protocol","Joint IP ownership means neither party can license the jointly-owned work to a third party without the other's consent, which stalls revenue opportunities and creates leverage imbalances.","Assign derivative works to one party with a royalty-bearing license-back to the other, or establish a written commercialization committee with defined decision-making rules for joint works.",{"mistake":385,"why_it_matters":386,"fix":387},"No IP infringement indemnification clause","If a third party sues the licensee claiming the licensed IP infringes its patent or copyright, the licensee is exposed to litigation costs and damages with no contractual right to seek contribution from the licensor.","Include a mutual indemnification clause requiring each licensor to defend and hold harmless the other against third-party claims arising from the indemnifying party's own licensed IP.",{"mistake":389,"why_it_matters":390,"fix":391},"Confidentiality survival period shorter than the commercial life of the IP","A 1- or 2-year post-termination confidentiality window can expire while the licensed technology is still competitively sensitive, leaving proprietary trade secrets unprotected.","Set the general confidentiality survival period at 5 years post-termination, with trade secrets protected indefinitely or for as long as they qualify as trade secrets under applicable law.",{"mistake":393,"why_it_matters":394,"fix":395},"Signing the agreement after IP has already been shared or integrated","Executing the contract after one or both parties has already used the other's IP raises a fresh-consideration problem and creates ambiguity about the retroactive scope of the license.","Execute the agreement before any IP is disclosed, delivered, or integrated. If integration has already begun, include a retroactive effective date clause and document the consideration for the existing use.",[397,400,403,406,409,412,415,418,421],{"question":398,"answer":399},"What is an OEM reciprocal license agreement?","An OEM reciprocal license agreement is a contract between two companies in which each grants the other defined rights to use, integrate, and distribute its intellectual property within their respective products. Unlike a one-way license, both parties are simultaneously licensors and licensees, creating symmetrical rights and obligations. It is most commonly used when a hardware manufacturer and a software vendor are integrating each other's technology into a jointly sold or bundled product.\n",{"question":401,"answer":402},"How is a reciprocal license different from a cross-license?","The terms are often used interchangeably, but a reciprocal license typically implies that the license grants are conditional on each other — meaning if one party's license is terminated, the other's terminates too. A cross-license is a broader term covering any arrangement where two parties license IP to each other, which may be structured independently so that each license stands alone. In practice, most OEM agreements use a reciprocal structure to preserve the mutual dependency that drove the partnership.\n",{"question":404,"answer":405},"When should I use an OEM reciprocal license agreement instead of a standard software license?","Use an OEM reciprocal license agreement when both parties are contributing IP that the other needs to integrate into their product. A standard software license is unilateral — one party grants rights to the other. If your arrangement involves mutual IP exchange, co-bundling, or technology integration flowing in both directions, a reciprocal structure is more appropriate and provides both parties with the protections they need.\n",{"question":407,"answer":408},"Does an OEM reciprocal license agreement transfer IP ownership?","No. A license agreement grants rights to use IP without transferring ownership. Each party retains full title to its own intellectual property. The reservation-of-rights clause confirms this explicitly. If you intend to transfer ownership — for example, of jointly created derivative works — you need an assignment clause in addition to the license grant, and the receiving party typically needs to provide separate consideration.\n",{"question":410,"answer":411},"Are royalties required in a reciprocal license agreement?","Not necessarily. Some reciprocal licenses are structured as royalty-free cross-licenses where both parties agree the exchange of IP rights is sufficient consideration. However, when the IP contributed by each party has meaningfully different commercial value, a royalty structure — often with a net balancing payment — more accurately reflects the economics of the deal. Royalty-free structures are more common between partners of comparable market position.\n",{"question":413,"answer":414},"What is a field-of-use restriction and why does it matter?","A field-of-use restriction limits the contexts in which a licensee may use the licensed IP — for example, 'only in consumer medical devices sold in the European Union.' It matters because without it, a licensee could use the IP in any product or market, including ones where the licensor competes directly. Narrowly drafted field-of-use clauses protect the licensor's other markets and revenue streams while still enabling the partnership.\n",{"question":416,"answer":417},"Who owns derivative works created under an OEM reciprocal license agreement?","Ownership of derivative works is one of the most negotiated provisions in OEM licensing. Common structures include: the creating party owns all derivative works with a license-back to the original IP owner; the original IP owner owns all derivatives created from its IP; or both parties jointly own derivatives. Joint ownership is the most problematic because it typically requires both parties' consent to commercialize the jointly owned work. Most practitioners recommend assigning derivatives to one party with a defined royalty-bearing or royalty-free license-back.\n",{"question":419,"answer":420},"Is a legal review necessary for an OEM reciprocal license agreement?","Yes, in most cases. OEM reciprocal license agreements involve complex IP rights that intersect with patent law, copyright law, trade secret protection, and — depending on the industry — export control regulations. The stakes of an error (unbounded license, loss of IP ownership, or unenforceable indemnity) are significant. For deals involving material IP, a 2–4 hour review by an IP attorney typically costs $600–$1,500 and is worthwhile. For straightforward arrangements between established partners, a well-structured template may be sufficient for initial terms.\n",{"question":422,"answer":423},"What happens to the licenses when the agreement is terminated?","Upon termination, both license grants typically end, and each party must cease using the other's IP — except during any negotiated sell-off period for existing inventory. Clauses covering confidentiality, indemnification, ownership, and governing law generally survive termination. The specific post-termination obligations should be enumerated explicitly in the agreement rather than relying on general survival language.\n",[425,429,433,437],{"industry":426,"icon_asset_id":427,"specifics":428},"Consumer Electronics","industry-manufacturing","Hardware OEMs license embedded software IP from technology vendors while granting access to hardware reference designs, requiring precise field-of-use and sublicense-to-contract-manufacturer provisions.",{"industry":430,"icon_asset_id":431,"specifics":432},"Automotive and Mobility","industry-automotive","Vehicle manufacturers and Tier 1 suppliers exchange firmware, sensor algorithms, and connectivity software IP, often with export control compliance overlays and safety-critical warranty carve-outs.",{"industry":434,"icon_asset_id":435,"specifics":436},"SaaS / Technology","industry-saas","Platform companies license APIs and SDKs to hardware OEM partners while receiving integration data or co-branding rights, with version-specific field-of-use restrictions and audit rights for usage reporting.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare / MedTech","industry-healthtech","Medical device manufacturers and software companies exchanging diagnostic algorithms and hardware IP must address FDA 510(k) implications, HIPAA data use restrictions, and heightened indemnification for clinical liability.",[442,445,448,451],{"vs":223,"vs_template_id":443,"summary":444},"","A unilateral OEM license grants rights in only one direction — the technology vendor licenses IP to the OEM, with no reciprocal rights flowing back. Use a unilateral agreement when only one party is contributing licensable IP and the other is purely a manufacturer or distributor. The reciprocal structure is necessary when both parties are integrating each other's technology and need symmetrical protections.",{"vs":64,"vs_template_id":446,"summary":447},"software-license-agreement-D5200","A software license agreement governs the right to use a specific software product and is typically unilateral — one licensor, one licensee. It does not contemplate mutual IP exchange, co-bundling of hardware and software, or reciprocal royalty flows. An OEM reciprocal license agreement is the appropriate instrument when the relationship involves integration of both parties' technology rather than a simple software purchase.",{"vs":230,"vs_template_id":449,"summary":450},"joint-development-agreement-D13271","A joint development agreement governs the collaborative creation of new IP, allocating ownership of jointly developed output and setting contribution obligations. An OEM reciprocal license agreement governs the mutual use of each party's existing background IP in their respective products. Many partnerships need both: a joint development agreement for the co-creation phase and an OEM reciprocal license for the commercialization phase.",{"vs":145,"vs_template_id":443,"summary":452},"A technology transfer agreement typically involves the permanent assignment or deep disclosure of IP — including source code, manufacturing know-how, or patented methods — from one party to another. An OEM reciprocal license agreement grants use rights without transferring ownership. If your arrangement involves handing over source code or manufacturing processes as an ongoing operation rather than a licensed right, a technology transfer agreement is more appropriate.",{"use_template":454,"template_plus_review":458,"custom_drafted":462},{"best_for":455,"cost":456,"time":457},"Early-stage technology partnerships with straightforward mutual IP exchange and limited royalty complexity","Free","1–2 hours to complete",{"best_for":459,"cost":460,"time":461},"Mid-market OEM deals involving material IP, meaningful royalty flows, or cross-border licensing between two established companies","$600–$1,500 for an IP attorney review","3–7 days",{"best_for":463,"cost":464,"time":465},"Complex multi-product licensing platforms, regulated industries (MedTech, automotive safety), deals with significant patent portfolios, or arrangements involving source code escrow","$3,000–$10,000+","2–6 weeks",[467,472,477,482],{"code":468,"name":469,"flag_asset_id":470,"note":471},"us","United States","flag-us","US patent law allows the patent holder to grant field-of-use restricted licenses, which are fully enforceable. Non-compete provisions occasionally bundled into OEM agreements are subject to state-law variation — California and several other states restrict them significantly. The Defend Trade Secrets Act (DTSA) provides a federal cause of action for trade secret misappropriation, making robust confidentiality language especially valuable. Export Administration Regulations (EAR) and ITAR may apply if the licensed technology is subject to export controls.",{"code":473,"name":474,"flag_asset_id":475,"note":476},"ca","Canada","flag-ca","Canadian intellectual property law follows common-law principles broadly similar to the US, but the Patent Act and Copyright Act have distinct provisions that can affect the scope of license grants. Quebec's civil law system may interpret contract terms differently from common-law provinces, so governing-law and dispute-resolution clauses should specify which provincial law applies. The Protecting Canadians from Online Crime Act and PIPEDA may impose additional obligations if the licensed technology processes personal data.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"uk","United Kingdom","flag-uk","Post-Brexit, UK IP law is largely independent of EU frameworks, though it remains closely aligned in practice. The UK Patents Act 1977 and Copyright, Designs and Patents Act 1988 govern the underlying rights being licensed. Exclusivity provisions in OEM licenses may require notification to the Competition and Markets Authority if the parties have significant market shares. Consideration must be adequate under English law — royalty-free cross-licenses between parties of equivalent bargaining power are generally enforceable as mutual consideration.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"eu","European Union","flag-eu","The EU Technology Transfer Block Exemption Regulation (TTBER) provides a safe harbor for IP licensing agreements between non-competing parties with market shares below 30% each and between competitors below 20%. Agreements outside the safe harbor require individual assessment for EU competition law compliance. GDPR applies if the licensed software or technology processes personal data of EU residents, requiring data processing terms to be addressed separately or incorporated by reference. Field-of-use restrictions that segment EU member state markets may raise single-market concerns under Article 101 TFEU.",[227,234,231,237,488,489,490,491,492,493,494,495],"non-disclosure-agreement-nda-D12692","technology-transfer-agreement-D919","master-service-agreement-D12657","intellectual-property-assignment-D5229","distribution-agreement-D12544","custom-software-development-agreement-D787","trademark-license-agreement-D5230","partnership-agreement-D12551",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":94,"secondary_folder":498,"document_type":499,"industry":500,"business_stage":501,"tags":502,"confidence":508},"intellectual-property-and-licensing","agreement","general","all-stages",[503,504,505,506,507],"intellectual-property","technology","oem-license","licensing","reciprocal-agreement",0.95,"\u003Ch2>What is an OEM Reciprocal License Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>OEM Reciprocal License Agreement\u003C/strong> is a legally binding contract in which two companies — each simultaneously acting as licensor and licensee — grant each other defined rights to use, integrate, and distribute their respective intellectual property within their own products and services. Unlike a standard one-way software or technology license, the reciprocal structure creates symmetrical obligations: each party both receives and provides IP rights, typically in exchange for royalties, cross-licensing consideration, or a combination of both. The agreement governs exactly what IP is licensed, to what products it may be applied, in which territories, and under what financial terms — and it does so for both directions of the exchange in a single enforceable instrument.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating an OEM technology partnership without a signed reciprocal license agreement exposes both parties to serious, concrete risks on multiple fronts. Without a field-of-use restriction, a partner who receives access to your technology can deploy it in markets you compete in directly — with no contractual basis to stop them. Without an explicit IP ownership and reservation-of-rights clause, a licensee may claim that broad license language implicitly transferred ownership of improvements or derivative works. Without mutual indemnification, a third-party patent infringement lawsuit targeting the integrated product can leave your company bearing full litigation costs and damages that should contractually belong to the party whose IP triggered the claim. And without a clear termination and post-termination clause, winding down a partnership can turn into a protracted dispute over what each party may continue to do with the other's technology. A properly structured OEM reciprocal license agreement closes all of these gaps before integration work begins — protecting your IP, your markets, and your ability to exit the arrangement cleanly if the partnership stops working.\u003C/p>\n",1781186022901]