[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-patent-license-agreement-D967":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"PATENT LICENSE AGREEMENT This Patent License Agreement (\"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), 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] RECITALS A. 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",null,"Patent License Agreement","3",43,"doc","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},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Copyrights, Patents & Trademarks","/templates/copyrights-patent-trademark/","patent license agreement","Patent License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/967.png","https://templates.business-in-a-box.com/imgs/600px/967.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,116,132,145,160],{"label":38,"url":39,"thumb":40,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":42,"url":43,"thumb":44,"extension":10},"Patent Assignment","/template/patent-assignment-D966","https://templates.business-in-a-box.com/imgs/250px/966.png",{"label":46,"url":47,"thumb":48,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":50,"url":51,"thumb":52,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":54,"url":55,"thumb":56,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":58,"url":59,"thumb":60,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":62,"url":63,"thumb":64,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":66,"url":67,"thumb":68,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":70,"url":71,"thumb":72,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":74,"url":75,"thumb":76,"extension":10},"Trademark License Agreement","/template/trademark-license-agreement-D5230","https://templates.business-in-a-box.com/imgs/250px/5230.png",{"label":78,"url":79,"thumb":80,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":82,"url":83,"thumb":84,"extension":10},"Intellectual Property License Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":101},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENT ","Technology Licensing Agreement","6",513,"https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":94,"description":6},"technology licensing agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":99,"url":100},"License Agreements","license-agreement","/template/technology-licensing-agreement-D13434",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":89,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":115},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,112],{"label":17,"url":97},{"label":113,"url":114},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":130,"url":131},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[126,127],{"label":17,"url":97},{"label":128,"url":129},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":133,"descriptionCustom":6,"label":134,"pages":119,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":143,"url":144},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[141,142],{"label":17,"url":97},{"label":17,"url":97},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":158,"url":159},"TRADEMARK LICENSE AND ROYALTY AGREEMENT This Trademark License and Royalty Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor is the owner of the [COUNTRY] rights to those trade marks (\"Marks\") listed in Schedule \"A\"; AND WHEREAS the Licensor and the Licensee have entered into an agreement of even date (the \"Asset Purchase Agreement\") pursuant to which the Licensor has sold to the Licensee and the Licensee has purchased from the Licensor all the assets of the [NUMBER] centers currently operated by the Licensor in the Province of [STATE/PROVINCE] (the \"Licensor\"); WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the Province of [STATE/PROVINCE] for a period of [NUMBER] years from the date hereof and to permit the Licensee to use the \"Licensor\" name jointly with its \"[COMPANY NAME]\" brand name on the [COMPANY NAME] as well as on the [NUMBER] [COMPANY NAME] shops currently owned and operated by the Licensee (the \"[COMPANY NAME]\"), as well as any new centers opened and operated by the Licensee in the Province of [STATE/PROVINCE] under one or both of the \"[COMPANY NAME]\" and \"[COMPANY NAME]\" names (the \"[COMPANY NAME]\"), in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein, the parties agree as follows: WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the [STATE/PROVINCE] for a period of ten (10) years from the date hereof and to permit the Licensee to use the [SPECIFY] name jointly with its [SPECIFY] brand name on the [SPECIFY] Centers as well as on the [NUMBER] of [SPECIFY] shops currently owned and operated by the Licensee, as well as any new centers opened and operated by the Licensee in the [STATE/PROVINCE] under one or both of the [SPECIFY] and [SPECIFY] names, in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; DEFINITIONS AND INTERPRETATION In this Agreement the following terms shall have the following meanings: Definitions \"Affiliate\" has the meaning given to \"affiliated body corporate\" by the [COUNTRY] Business Corporations [ACT/LAW/RULE]. \"Centers\" means, collectively, the Licensor, [COMPANY NAME] and [COMPANY NAME], as each such term is defined in the preamble hereto. \"Gross Sales\" for any period means the total of all amounts directly or indirectly received or receivable during that period by the Centres (whether evidenced by cash, check, credit card or otherwise in any manner) from the sale of goods or the provision of services by the Centres, together with all other income generated during that period from all other business of any nature conducted at or originating from the Centres and all proceeds received by the Licensee during that period from any business interruption insurance in respect of the Centres. Gross Sales does not, however, include the amount of any provincial retail sales-tax or other direct tax imposed by any duly constituted governmental authority on the sale of goods or services which is required to be collected at the point of sale from the customer by the Licensee as agent for such authority. \"Marks\" means the trade marks, trade names, design marks and other commercial symbols listed in Schedule \"A\" and all other trade names, trade marks, design marks and commercial symbols which the Licensor may from time to time designate for use in the operation of the Centres. \"Notice\" means written notice given in accordance with Section 15. Extended Meanings Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. Interpretation Not Affected by Headings The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] without regard to its conflicts of [YOUR COUNTRY LAW] rules. In the event that this Agreement is sought to be enforced in any jurisdiction other than the Province of [STATE/PROVINCE], the parties intend that the court of such jurisdiction shall apply [STATE/PROVINCE] [YOUR COUNTRY LAW]. Where actions or proceedings are instituted in a court of a jurisdiction other than [STATE/PROVINCE], the rules of procedure and process of such claims shall be those of said jurisdiction other than [STATE/PROVINCE] notwithstanding that the Agreement shall be interpreted in accordance with the [YOUR COUNTRY LAW] of [STATE/PROVINCE] without regard to its conflict of [YOUR COUNTRY LAW] rules. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the Province of [STATE/PROVINCE] or of any other province of [COUNTRY] and, by execution and delivery of this Agreement, each of the parties hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties hereto at their respective addresses set forth in Section 15 hereof. Each of the parties hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Funds All amounts referred to in this Agreement are in the lawful money of [COUNTRY], unless otherwise stated. Financial Documents All calculations and financial documents required to be made or produced under or pursuant to this Agreement shall be made or produced in accordance with generally accepted accounting principles which are from time to time approved by the [COUNTRY] Institute of Chartered Accountants as set forth in the publication known as the [SPECIFY] and applicable as at the date on which any calculation or financial document is required to be made or produced, save and except as may be specifically provided herein. Severability If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Business Day In the event that any action to be taken hereunder falls on a day, which is not a Business Day, then such action shall be taken on the next succeeding Business Day. Preamble The preamble forms an integral part of this Agreement. GRANT OF LICENSE Grant and Term","Trademark License and Royalty Agreement","12",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-and-royalty-agreement-D970.png","https://templates.business-in-a-box.com/imgs/250px/970.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#970.xml",{"title":6,"description":6},[155,156],{"label":17,"url":97},{"label":20,"url":157},"copyrights-patent-trademark","trademark license royalty agreement","/template/trademark-license-and-royalty-agreement-D970",{"description":161,"descriptionCustom":6,"label":162,"pages":88,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":172,"url":173},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[169],{"label":170,"url":171},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":176,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":506,"classification":507},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Patent License Agreement Template (Free Word)","Free patent license agreement template covering royalties, field of use, exclusivity, sublicensing, and termination. Used in 190+ countries. Free Word and PDF download.","patent license agreement template",[22,181,182,183,184,185,186],"patent licensing agreement template word","patent license agreement free download","exclusive patent license agreement","non-exclusive patent license agreement","patent royalty agreement template","technology license agreement template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":174},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Patent License Agreement is a legally binding contract in which a patent holder (licensor) grants another party (licensee) the right to make, use, sell, or import a patented invention under defined conditions. This template is a free Word download you can edit online and export as PDF — covering exclusivity, field of use, royalties, sublicensing rights, and termination in a single structured document.\n","Use it whenever a patent owner wants to commercialize an invention through a third party without transferring ownership, or when a business needs legal authorization to manufacture, sell, or use a patented technology. It is essential before any product based on licensed IP enters the market.\n","Grant of license with exclusivity and field-of-use scope, royalty structure and payment schedule, sublicensing rights, patent prosecution and maintenance obligations, representations and warranties, infringement indemnification, term and termination provisions, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Independent inventors","Licensing a patented invention to a manufacturer without giving up ownership","persona-inventor",{"title":204,"use_case":205,"icon_asset_id":206},"Technology startups","Securing rights to use a foundational patent before launching a product","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"University technology transfer offices","Commercializing faculty-developed patents through industry licensees","persona-university-tto",{"title":212,"use_case":213,"icon_asset_id":214},"Manufacturing companies","Obtaining a license to produce goods covered by a third-party patent","persona-manufacturer",{"title":216,"use_case":217,"icon_asset_id":218},"R&D-focused corporations","Cross-licensing patents with competitors to reduce infringement exposure","persona-corporate-rd",{"title":220,"use_case":221,"icon_asset_id":222},"Private equity and IP holding companies","Generating royalty income from a patent portfolio without direct operations","persona-ip-holding",[224,228,232,235,239,243,246],{"situation":225,"recommended_template":226,"slug":227},"Granting one licensee sole rights to the patent in a defined market","Exclusive Patent License Agreement","patent-license-agreement-D967",{"situation":229,"recommended_template":230,"slug":231},"Granting multiple licensees rights to the same patent simultaneously","Non-Exclusive Patent License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":233,"recommended_template":234,"slug":227},"Two parties exchanging rights to each other's patents","Patent Cross-License Agreement",{"situation":236,"recommended_template":237,"slug":238},"Permanently transferring all patent rights to a buyer","Patent Assignment Agreement","patent-assignment-D966",{"situation":240,"recommended_template":241,"slug":242},"Licensing both patents and related trade secrets or know-how together","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":244,"recommended_template":62,"slug":245},"Licensing software covered by patents along with a source code grant","software-license-agreement-D12928",{"situation":247,"recommended_template":248,"slug":249},"Permitting a licensee to grant sub-licenses to its own customers or partners","Sublicense Agreement","non-profit-partnership-agreement-D14023",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Licensor","The patent owner who grants rights to another party to use the patented invention under the terms of the agreement.",{"term":255,"definition":256},"Licensee","The party receiving permission to make, use, sell, or import the patented invention within the scope defined by the agreement.",{"term":258,"definition":259},"Field of Use","A contractual restriction limiting the licensee's rights to a specific industry, application, or market segment — for example, medical devices only.",{"term":261,"definition":262},"Exclusive License","A grant under which only the named licensee may exercise the licensed patent rights in the defined territory and field, excluding even the licensor.",{"term":264,"definition":265},"Non-Exclusive License","A grant that allows the licensor to simultaneously license the same patent to multiple parties.",{"term":267,"definition":268},"Royalty","A recurring payment made by the licensee to the licensor, typically calculated as a percentage of net sales or a fixed fee per unit sold.",{"term":270,"definition":271},"Sublicense","A right granted by the licensee to a third party to use the licensed patent, subject to the original agreement's terms and the licensor's approval.",{"term":273,"definition":274},"Patent Prosecution","The process of applying for, maintaining, and defending a patent before a patent office — including paying renewal fees to keep the patent in force.",{"term":276,"definition":277},"Milestone Payment","A lump-sum payment triggered when the licensee achieves a defined event — such as regulatory approval, first commercial sale, or a revenue threshold.",{"term":279,"definition":280},"Reach-Through Royalty","A royalty calculated on products or revenues that result from using a licensed research tool, extending the licensor's economic interest downstream.",{"term":282,"definition":283},"Reversion Clause","A provision allowing patent rights to revert to the licensor if the licensee fails to meet minimum commercialization requirements or performance milestones.",{"term":285,"definition":286},"Infringement Indemnification","A clause in which one party agrees to defend and compensate the other if a third party claims the licensed patent is being infringed or that the license itself infringes their rights.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Grant of License","Defines the core rights transferred — whether the license is exclusive or non-exclusive, the patent(s) covered, the licensed territory, and the permitted field of use.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], non-transferable license under [PATENT NUMBER(S)] to make, have made, use, sell, and import the Licensed Products solely within the [TERRITORY] and solely within the [FIELD OF USE].","Omitting the field-of-use restriction when granting an exclusive license — without it, the licensee may claim rights across every industry the patent covers, blocking the licensor from other commercial opportunities.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"License Fees, Royalties, and Milestones","Sets the financial terms — upfront license fees, ongoing royalty rate, the royalty base (net sales, gross sales, or per-unit), milestone payments, and the payment schedule.","Licensee shall pay Licensor: (a) an upfront license fee of $[AMOUNT] due within [X] days of execution; (b) a running royalty of [X]% of Net Sales of Licensed Products; and (c) milestone payments as set out in Schedule A.","Failing to define 'Net Sales' precisely. Deductions for returns, freight, taxes, and discounts can reduce the royalty base dramatically — each permissible deduction must be listed explicitly.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Sublicensing Rights","States whether the licensee may grant sublicenses to third parties, under what conditions, and whether sublicense revenues must be shared with the licensor.","Licensee may grant sublicenses under this Agreement only with the prior written consent of Licensor. Licensee shall pay Licensor [X]% of any sublicense fees and royalties received from sublicensees.","Granting unlimited sublicensing rights without a revenue-sharing obligation — allowing the licensee to profit substantially from sub-deals while the licensor receives only the original royalty rate.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Patent Prosecution and Maintenance","Allocates responsibility for paying patent maintenance fees, filing continuation applications, and prosecuting the patent before patent offices to keep it in force.","Licensor shall have the primary obligation to prosecute and maintain the Licensed Patents at its own cost. Licensee shall cooperate reasonably with Licensor in such prosecution and may, at its option, assume prosecution if Licensor elects to abandon any Licensed Patent.","Leaving prosecution responsibility unassigned. If the licensor stops paying maintenance fees and the patent lapses, the licensee loses all rights — with no contractual remedy.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Representations and Warranties","Each party warrants what they are representing to be true — the licensor typically warrants ownership and the right to grant the license; the licensee warrants authority to enter the agreement.","Licensor represents and warrants that: (a) it is the sole owner of the Licensed Patents; (b) it has full authority to grant the rights herein; and (c) to its knowledge, the Licensed Patents are valid and enforceable. LICENSOR MAKES NO WARRANTY THAT PRACTICE OF THE LICENSED PATENTS WILL NOT INFRINGE THIRD-PARTY RIGHTS.","Omitting the disclaimer of validity warranty. If the licensor warrants patent validity and the patent is later invalidated, the licensor faces a warranty-breach claim and potential royalty refund obligation.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Infringement by Third Parties","Establishes who has the right and obligation to sue third-party infringers, who bears the cost of litigation, and how any damages recovered are split.","Licensee shall promptly notify Licensor of any suspected infringement of the Licensed Patents. Licensor shall have the first right to bring suit. If Licensor elects not to proceed within [90] days of notice, Licensee may bring suit at its own expense, and any recovery shall be shared [X]% to Licensee and [X]% to Licensor.","Giving the exclusive licensee no right to enforce the patent independently. An exclusive licensee with no enforcement right cannot stop competitors from infringing — destroying the commercial value of the exclusivity.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Indemnification","Allocates liability between the parties for third-party claims — typically the licensee indemnifies the licensor for product liability arising from the licensee's products, while the licensor indemnifies for IP ownership disputes.","Licensee shall indemnify, defend, and hold harmless Licensor from any third-party claims arising out of Licensee's manufacture, use, or sale of Licensed Products. Licensor shall indemnify Licensee against any third-party claims that the Licensed Patents are not owned by or licensed to Licensor.","Mutual indemnification with no carve-outs for gross negligence or willful misconduct — resulting in a party being obligated to indemnify claims arising from its own bad acts.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Term and Termination","Defines the duration of the license, conditions for early termination (breach, insolvency, non-performance), and the cure period before termination takes effect.","This Agreement commences on [DATE] and continues until the expiration of the last-to-expire Licensed Patent unless terminated earlier. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within that period. Licensor may terminate immediately upon Licensee's insolvency or challenge to the validity of the Licensed Patents.","No patent-challenge termination clause. Without it, a licensee can continue paying royalties at a reduced rate while simultaneously funding an inter partes review to invalidate the licensed patent.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Minimum Royalties and Commercialization Obligations","Requires the licensee to pay a minimum annual royalty or meet defined commercialization milestones, with failure triggering a license conversion or reversion to the licensor.","Licensee shall pay a minimum annual royalty of $[AMOUNT] regardless of actual Net Sales. Failure to meet the minimum in any calendar year shall convert this exclusive license to non-exclusive at Licensor's option, upon [60] days' written notice.","Exclusive licenses with no minimum royalty or commercialization obligation — allowing a licensee to warehouse the patent and prevent the licensor from working with anyone else indefinitely.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the contract and the mechanism for resolving disputes — litigation, arbitration, or mediation — including venue and choice of arbitral body.","This Agreement shall be governed by the laws of [STATE/COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law with no meaningful connection to either party. US courts apply the law of the state with the most significant relationship to the contract — a mismatch can result in an unexpected governing law being applied by a court.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and the patent portfolio","Enter the licensor's and licensee's full legal entity names, registered addresses, and jurisdiction of incorporation. List every patent number, application number, and country of registration covered by the agreement in a Schedule.","Pull patent numbers from the patent office register on the day of signing to confirm current ownership status and that maintenance fees are paid up.",{"step":345,"title":346,"description":347,"tip":348},2,"Define exclusivity, territory, and field of use","Choose exclusive, non-exclusive, or sole license. Specify the territory (e.g., worldwide, United States only, EU member states). Define the field of use narrowly enough to preserve the licensor's ability to license other markets.","If granting worldwide exclusivity in a broad field, add a reversion clause tied to minimum royalties — otherwise the licensor is locked out of all commercialization indefinitely.",{"step":350,"title":351,"description":352,"tip":353},3,"Set the royalty structure and payment mechanics","Enter the upfront fee, running royalty percentage, and royalty base. Define 'Net Sales' with a complete list of permitted deductions. Set the royalty reporting period (quarterly is standard) and the due date for reports and payments.","Industry royalty benchmarks vary widely: pharmaceutical patents typically range from 2–10% of net sales; mechanical and electronics patents from 1–5%. Research comparable licenses before agreeing to a rate.",{"step":355,"title":356,"description":357,"tip":358},4,"Address sublicensing and have-made rights","Decide whether the licensee may sublicense and whether it may have products manufactured by contract manufacturers ('have-made' rights). If sublicensing is permitted, set the revenue-sharing percentage and require that sublicense agreements flow down all material obligations.","Require the licensee to provide a copy of every sublicense agreement within 30 days of execution — this lets you verify that your IP obligations are being passed through correctly.",{"step":360,"title":361,"description":362,"tip":363},5,"Allocate patent prosecution and maintenance responsibility","State which party is responsible for paying renewal fees and filing continuation applications. Include a step-in right allowing the licensee to take over prosecution if the licensor elects to abandon any covered patent.","For licenses covering pending applications, define what happens if the application does not issue — does the royalty obligation survive, reduce, or terminate?",{"step":365,"title":366,"description":367,"tip":368},6,"Draft the infringement enforcement provisions","For exclusive licenses, give the licensee a right to enforce the patent against infringers independently if the licensor does not act within a defined window (typically 90–180 days). Specify how litigation costs and recoveries are shared.","Licensees in regulated markets (pharma, medical devices) often need stand-alone enforcement rights to protect market exclusivity — do not leave this section as licensor-only.",{"step":370,"title":371,"description":372,"tip":373},7,"Set term, termination triggers, and post-termination obligations","Define the agreement's duration (typically life of the last patent). List termination triggers: uncured material breach, insolvency, patent challenge by licensee, or failure to meet minimum commercialization milestones. Specify what happens to existing inventory and sublicenses upon termination.","Include a sell-off period of 90–180 days post-termination for the licensee to deplete finished-goods inventory — without it, termination can leave the licensee with unmarketable stock.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before any licensed activity begins","Both parties must sign the agreement before the licensee manufactures, sells, or imports any product under the license. Backdating or executing after commercial activity has begun creates ambiguity about royalty accrual and may void representations made at signing.","Use a countersignature page that records execution date separately from the agreement date to avoid any question about when binding obligations arose.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Exclusive grant with no minimum royalty or commercialization obligation","A licensee can hold an exclusive patent license dormant indefinitely — blocking the licensor from commercializing with anyone else — while paying no royalties because sales never materialize.","Include an annual minimum royalty and a commercialization milestone schedule. Failure to meet either should automatically convert the exclusive license to non-exclusive or trigger a reversion right.",{"mistake":385,"why_it_matters":386,"fix":387},"Undefined royalty base ('Net Sales' without itemized deductions)","Licensees routinely take aggressive deductions for freight, taxes, bundled services, and intercompany transfers, collapsing the effective royalty base to a fraction of gross revenue.","Define 'Net Sales' with a closed list of permitted deductions — typically actual returns, volume discounts, and sales taxes — and cap total deductions at a defined percentage of gross sales.",{"mistake":389,"why_it_matters":390,"fix":391},"No patent-challenge termination clause","A licensee can file an inter partes review at the USPTO while still paying royalties, using licensed cash flow to fund an attempt to invalidate the patent and eliminate the royalty obligation entirely.","Add a clause permitting the licensor to terminate immediately if the licensee, directly or through an affiliate, challenges the validity or enforceability of any licensed patent.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting a step-in right for patent maintenance","If the licensor stops paying maintenance fees and the patent lapses, the licensee loses all licensed rights with no contractual remedy — and potential competitors gain free access to the technology.","Give the licensee the right to pay maintenance fees directly and deduct those costs from future royalties if the licensor fails to do so within a defined cure period.",{"mistake":397,"why_it_matters":398,"fix":399},"Sublicensing rights granted without flow-down obligations","A sublicensee who has not accepted the confidentiality, field-of-use, or quality obligations of the original license can use the technology outside permitted boundaries — exposing the licensor with no direct contractual recourse.","Require that every sublicense agreement incorporates by reference, or restates in full, all material obligations of the original license, including field-of-use, territory, and confidentiality terms.",{"mistake":401,"why_it_matters":402,"fix":403},"No audit right over royalty calculations","Without the right to inspect the licensee's sales records, the licensor has no practical way to verify that royalty reports are accurate — underpayment goes undetected indefinitely.","Include an annual audit right allowing the licensor, at its own cost, to engage an independent accountant to review the licensee's royalty calculations. Require the licensee to bear audit costs if underpayment exceeds 5%.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a patent license agreement?","A patent license agreement is a legally binding contract in which a patent holder grants another party permission to make, use, sell, or import a patented invention in exchange for royalties or other compensation. It transfers rights to practice the patent without transferring ownership of the patent itself. The agreement defines the scope, duration, territory, financial terms, and obligations of both parties.\n",{"question":409,"answer":410},"What is the difference between an exclusive and a non-exclusive patent license?","An exclusive patent license grants rights only to the named licensee within the defined territory and field — even the licensor cannot practice the patent in that scope during the license term. A non-exclusive license allows the licensor to grant the same rights to multiple licensees simultaneously. Exclusive licenses command higher royalties and upfront fees but require stronger commercialization obligations to protect the licensor's interests.\n",{"question":412,"answer":413},"What royalty rate is standard for a patent license?","Royalty rates vary significantly by industry and the strength of the patent. Pharmaceutical and biotech patents typically command 2–10% of net sales. Consumer electronics and mechanical patents commonly range from 1–5%. Software patents often generate 0.5–3%. The Georgia-Pacific factors — a 15-factor legal framework used by US courts — are the standard reference for determining a reasonable royalty in litigation and are a useful benchmark in negotiations.\n",{"question":415,"answer":416},"Can a licensee sublicense a patent to third parties?","Only if the patent license agreement explicitly permits it. Sublicensing rights are not implied — they must be granted in writing. When sublicensing is permitted, the original agreement should require the licensee to flow down all material obligations to the sublicensee and share a defined percentage of sublicense revenues with the licensor.\n",{"question":418,"answer":419},"What happens to the patent license if the licensor sells the patent?","Under US law, a patent assignment generally does not automatically terminate an existing license — the new owner typically takes the patent subject to the license. However, this depends on whether the license was recorded with the USPTO and the specific terms of both the license and the assignment agreement. Including a clause requiring the licensor to bind any successor to the license terms is standard practice to avoid ambiguity.\n",{"question":421,"answer":422},"What is a field-of-use restriction and why does it matter?","A field-of-use restriction limits the licensee's rights to a specific application, industry, or market segment — for example, authorizing use of a chemical compound patent solely for agricultural applications. This allows the licensor to grant separate licenses for medical, industrial, or consumer applications to different parties, maximizing total royalty income. Without a field-of-use restriction, a broadly worded exclusive license can block the licensor from all commercial activity related to the patent.\n",{"question":424,"answer":425},"Do I need a lawyer to draft a patent license agreement?","For patent licenses involving significant royalty streams, exclusivity, or cross-border rights, legal review by a patent attorney or IP licensing specialist is strongly recommended. Patent law is highly technical, royalty structures have significant tax and valuation implications, and errors in the grant clause or royalty definition can cost far more to litigate than the cost of upfront legal advice. A template is a sound starting point; a lawyer tailors it to the specific patent, parties, and commercial structure.\n",{"question":427,"answer":428},"What is a reversion clause in a patent license?","A reversion clause returns licensed patent rights to the licensor if the licensee fails to meet defined performance obligations — such as minimum annual royalties, first commercial sale by a target date, or a regulatory approval milestone. Reversion clauses are especially important in exclusive licenses granted to startups or early-stage companies where commercialization risk is high. Without one, the licensor has no practical remedy if the licensee sits on the patent and does nothing with it.\n",{"question":430,"answer":431},"Can a licensee challenge the validity of a licensed patent?","Yes — under US law (MedImmune v. Genentech, 2007), a licensee generally retains the right to challenge patent validity even while paying royalties, without first breaching the license. In the EU, the position varies by member state. To manage this risk, licensors typically include a patent-challenge termination clause allowing immediate termination if the licensee initiates any invalidity proceeding, which creates a strong economic disincentive against filing a challenge.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Pharmaceuticals and Biotech","industry-healthtech","Milestone-heavy structures tied to FDA approval stages, reach-through royalties on research tool licenses, and compulsory licensing obligations under certain public health frameworks.",{"industry":438,"icon_asset_id":439,"specifics":440},"Technology and Semiconductors","industry-saas","Cross-licensing portfolios across competitors, standard-essential patent (SEP) licensing under FRAND terms, and have-made rights for contract manufacturing in Asia.",{"industry":442,"icon_asset_id":443,"specifics":444},"Manufacturing and Industrial","industry-manufacturing","Process patent licenses tied to production volume rather than sales value, geographic territory restrictions aligned to distribution channels, and quality control obligations embedded in the license.",{"industry":446,"icon_asset_id":447,"specifics":448},"Universities and Research Institutions","industry-professional-services","Technology transfer office structures with equity-in-lieu-of-royalties provisions, sponsored research agreements running alongside the license, and Bayh-Dole Act compliance obligations for federally funded inventions.",[450,453,456,460],{"vs":237,"vs_template_id":451,"summary":452},"patent-assignment-agreement-D13658","A patent assignment permanently transfers full ownership of the patent from the inventor or owner to a buyer — the seller retains no ongoing rights or royalty interest. A patent license grants defined usage rights while the licensor retains ownership and continues to receive royalties. Use an assignment when the goal is a clean outright sale; use a license when the goal is ongoing income or retained ownership.",{"vs":241,"vs_template_id":454,"summary":455},"technology-licensing-agreement-D12732","A technology license agreement typically covers a bundle of IP — patents, trade secrets, know-how, and sometimes copyrights — related to a defined technology. A patent license agreement covers registered patent rights only. When the commercial value of the technology depends on unpatented know-how or proprietary processes as much as on the patent itself, a broader technology license is more appropriate.",{"vs":457,"vs_template_id":458,"summary":459},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during patent licensing negotiations — it does not grant any rights to use or practice the patent. An NDA is typically executed before the patent license agreement to allow both parties to share sensitive technical and financial information during due diligence. The NDA and the license serve different, sequential purposes and are often both needed.",{"vs":62,"vs_template_id":461,"summary":462},"software-license-agreement-D197","A software license agreement primarily governs copyright and contractual rights to use a software product — it does not specifically address patent grant clauses, royalty structures, or patent prosecution obligations. When a software product is covered by one or more patents and the licensor wants to grant explicit patent rights, a dedicated patent license or a combined software and patent license is needed to avoid implied-license ambiguity.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Straightforward domestic non-exclusive licenses with modest royalty values and no complex milestone structures","Free","1–3 hours",{"best_for":469,"cost":470,"time":471},"Exclusive licenses, cross-border grants, university spin-out deals, or any license with royalties exceeding $50,000 annually","$500–$2,500 for a patent attorney or IP licensing specialist review","3–7 days",{"best_for":473,"cost":474,"time":475},"Portfolio cross-licenses, SEP/FRAND licensing, pharma milestone deals, or any transaction involving equity in lieu of royalties","$3,000–$15,000+","2–6 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","US patent licenses are governed by federal patent law (35 U.S.C.) and the contract law of the chosen state. Recording the license with the USPTO protects the licensee against subsequent assignees. Under MedImmune v. Genentech (2007), licensees retain standing to challenge patent validity while paying royalties. The Georgia-Pacific framework (15 factors) governs reasonable royalty determination in infringement litigation and is widely used as a negotiation benchmark.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian patent licenses are governed by the Patent Act (R.S.C. 1985, c. P-4) and applicable provincial contract law. Licenses need not be recorded with CIPO to be valid between the parties, but registration protects against third-party claims. Canada does not recognize the at-will patent challenge doctrine as broadly as the US — contractual patent-challenge termination clauses are generally enforceable. Bilingual agreement considerations may apply for Quebec-based licensees.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","UK patent licenses are governed by the Patents Act 1977 and general contract law. Exclusive licensees have statutory standing to bring infringement proceedings in their own name under Section 67 of the Patents Act. Licenses should be registered at the UK Intellectual Property Office to be effective against third parties acquiring an interest in the patent. Post-Brexit, UK and EU patent rights are distinct — a license covering 'Europe' must be carefully drafted to specify whether it includes UK rights.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU patent licensing is governed by national patent laws of each member state and the Technology Transfer Block Exemption Regulation (TTBER — Commission Regulation 316/2014), which sets safe harbors and restrictions for patent licenses between competitors and non-competitors. Field-of-use and territorial restrictions are generally permitted under TTBER within defined market-share thresholds. The Unified Patent Court (UPC), operational since 2023, provides a single forum for enforcing European patents across participating member states — licenses should specify whether UPC jurisdiction is opted in or out.",[238,242,458,245,498,499,500,501,502,503,504,505],"intellectual-property-assignment-D5229","trademark-license-agreement-D5230","joint-venture-agreement-D889","trademark-license-and-royalty-agreement-D970","independent-contractor-agreement-D160","confidentiality-agreement-D950","memorandum-of-understanding-D12548","term-sheet-D473",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":97,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":517},"intellectual-property-and-licensing","agreement","general","all-stages",[513,514,515,516],"intellectual-property","royalty","patent-license","licensing",0.95,"\u003Ch2>What is a Patent License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Patent License Agreement\u003C/strong> is a legally binding contract in which a patent owner (the licensor) grants a third party (the licensee) defined rights to make, use, sell, or import a patented invention — without transferring ownership of the underlying patent. The agreement specifies whether the grant is exclusive or non-exclusive, the territory and field of use in which the licensee may operate, the royalties or fees owed in exchange for those rights, and the obligations each party carries to maintain and enforce the patent. It functions as the legal foundation for commercializing any patented technology through a partner, manufacturer, or distributor rather than through direct operations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating under a patent without a written license agreement exposes both parties to substantial risk. A licensee who manufactures or sells products based on a patented invention without a signed agreement is technically infringing — regardless of any oral understanding — and can face injunctions, damages, and disgorgement of profits. On the licensor's side, allowing use without a documented royalty structure creates an implied license that courts may interpret far more broadly than intended, potentially stripping the licensor of the ability to enforce the patent against others. An undocumented exclusive arrangement gives the licensee no enforceable exclusivity while leaving the licensor unable to demonstrate clean title to future investors or acquirers. A properly executed patent license agreement eliminates all of these exposures, establishes a clear royalty payment trail, and gives both parties enforceable rights if the commercial relationship breaks down. This template gives you a structured, lawyer-reviewable starting point that covers every material term — from royalty definitions to patent-challenge termination — so you can close the deal without starting from a blank page.\u003C/p>\n",1781186041461]