[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-technology-licensing-agreement-D13434":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. 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NOW, THEREFORE, 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},[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":97,"url":98},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"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","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,112],{"label":18,"url":95},{"label":113,"url":114},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":117,"descriptionCustom":6,"label":118,"pages":87,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":128},"END-USER LICENSE AGREEMENT This End-User License 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: [NAME OF THE USER], (the \"End-User\") a user having its office located at: [YOUR COMPLETE ADDRESS] WHEREAS, the Company is the owner of [SOFTWARE NAME] (the \"Software\"); WHEREAS, the End-User agrees that by using the Software, it shall be bound by the terms of this Agreement; NOW THEREFORE in consideration and as a condition of the Company and the End-User entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: SOFTWARE LICENSE When the End-User lawfully accesses the Software, whether through purchase or other lawful means, the Company shall grant the End-User, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable personal license to use the Software (\"License\"). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in the use of the Software. LICENSE FEE In consideration of the terms of this Agreement, the Company grants the End-User a non-exclusive, non-transferable, revocable License to use the Software for the period of [NUMBER OF MONTHS] (subject to termination as set out in this Agreement), in accordance with the use and subject to the restrictions set out below. This Agreement provides the End-User with only a limited use License, and all intellectual property rights and title to the Software or the accompanying documentation remain with the Company and no interest therein is conveyed to the End-User under this Agreement. PERMITTED USE Subject always to the restrictions in this Agreement, as purchaser of the authorized copy of the Software, the End-User may: where the End-User is the purchasing entity, load the Software onto and use it on a single computer of the type identified on the package which is/are owned by the End-User, or under the direct control of the End-User; where the End-User is an individual as purchaser, load the Software onto and use it on a single computer of the type identified on the package which is under the End-User's control; copy the Software for backup and archival purposes and make up to two copies of the documentation (if any) accompanying the Software, provided that the original and each copy is kept in the End-User's possession and that the End-User's installation and use of the Software does not exceed that allowed by this Agreement. RESTRICTIONS The End-User shall, neither itself nor permit others, either directly or indirectly, to: Log in through the End-User's account or share the administrative account login or password; Rent, lease, sub-license or make or distribute copies of the Software or charge a royalty for the use of the Software, or use the Software to provide bureau, application service provider, marketing, training, or consulting services related to the Software to any third party, except as permitted by this Agreement; Except as permitted by law, modify the Software or any component part thereof, disassemble or decompile the Software or otherwise derive source code from the Software, reverse engineer the Software, merge the Software with or into another product or other software, or create derivative works based on the Software; or Make copies of the Software, in whole or in part, except for backup or archival purposes, as permitted in this Agreement; Use any backup copy of the Software for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; Copy the written materials (except as provided by this Agreement) accompanying the Software; Adapt, modify, delete or translate the written materials accompanying the Software in any way for any purpose whatsoever; Transfer or assign the Software or any copy thereof or any documentation (whether provided in print or digital form) to a third party, including any third-party individual or third-party entity; Vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software. INTELLECTUAL PROPERTY The End-User agrees that the Software, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (\"Company IP\"). The End-User agrees that the Company owns all rights, title and interest in and to Company IP and that the End-User will not use the Company IP for any unlawful or infringing purpose. The End-User agrees not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company. UNDERTAKINGS AND TITLE The End-User undertakes to: Ensure that, prior to use of the Software by the End-User's employees or agents, all such parties are notified of the terms of this Agreement and the License granted under it; Reproduce and include the Company's copyright notice on all and any copies of the Software, including any partial copies of the Software; Hold all drawings, specifications, data (including object and source codes, software listings and all other information relating to the Software, confidential and not at any time, during the License or after its expiry, disclose the same (whether directly or indirectly) to any third party without the Company's consent. As the Company's licensee, the End-User owns only the disk or medium on which the Software is recorded or fixed. The End-User may retain the media on any termination of this Agreement and the License granted under it, provided the Software is erased. The Company shall at all times retain ownership of the Software. REVERSE ENGINEERING AND SECURITY The End-User agrees not to undertake any of the following actions: Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website; Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool. LIABILITY AND INDEMNIFICATION The End-User agrees that it has, under this Agreement, assumed the entire risk of selection, installation, and use of the Software. The Company's aggregate liability for direct loss or damage to the End-User shall not exceed the original amount paid by it for the Software. In no event shall the Company be liable to the End-User for (i) indirect, special, incidental or consequential damages, or (ii) any loss of revenue, profits or anticipated savings, wasted management time, or any lost or destroyed data arising in connection with this Agreement or the License granted hereunder. 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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",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},[138,139],{"label":18,"url":95},{"label":140,"url":141},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","patent license agreement","/template/patent-license-agreement-D967",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":158,"url":159},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation 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 \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[154,157],{"label":155,"url":156},"Software & Technology","software-technology-business",{"label":155,"url":156},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":161,"descriptionCustom":6,"label":162,"pages":87,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":171,"url":172},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[169,170],{"label":18,"url":95},{"label":18,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",false,{"seo":175,"reviewer":188,"quick_facts":192,"at_a_glance":195,"personas":199,"variants":224,"glossary":251,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":508,"classification":509},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Technology Licensing Agreement Template | BIB","Free technology licensing agreement template. Covers license scope, royalties, IP ownership, warranties, and termination.","technology licensing agreement template",[180,181,182,183,184,185,186,187],"technology license agreement template","software licensing agreement template","ip licensing agreement template","technology licensing agreement free","technology licensing contract template","license agreement template word","intellectual property license agreement","software license agreement template free",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":193,"legal_review_recommended":194,"signature_required":194},"advanced",true,{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Technology Licensing Agreement is a legally binding contract between a technology owner (licensor) and a party authorized to use that technology (licensee). It defines the exact scope of permitted use, royalty or fee structure, IP ownership, sublicensing rights, warranties, and termination conditions. This free Word download lets you edit the agreement online and export as PDF for signing before any technology transfer begins.\n","Use it whenever you grant or receive the right to use proprietary software, patents, algorithms, trade secrets, or technical know-how in exchange for royalties or a licensing fee. It is equally necessary for a startup licensing its platform to enterprise clients and for a company acquiring a third-party technology stack to embed in its own product.\n","License grant and scope, permitted and prohibited uses, territory and term, royalty and payment terms, IP ownership and improvements, confidentiality, warranties and indemnification, audit rights, and termination provisions including post-termination obligations.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Software founders and SaaS companies","Licensing their platform or codebase to enterprise customers or OEM partners","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Patent and IP holders","Monetizing patents or proprietary algorithms by granting use rights to third parties","persona-ip-holder",{"title":209,"use_case":210,"icon_asset_id":211},"Technology executives and CTOs","Formalizing third-party technology integrations embedded in a core product","persona-cto",{"title":213,"use_case":214,"icon_asset_id":215},"Research institutions and universities","Commercializing research-stage technology through spin-out or industry licensing","persona-researcher",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate development and M&A teams","Structuring technology access rights as part of a joint venture or acquisition","persona-operations-director",{"title":221,"use_case":222,"icon_asset_id":223},"Distributors and reseller partners","Receiving the right to sublicense or bundle a technology within their own offerings","persona-distributor",[225,229,233,237,241,245,248],{"situation":226,"recommended_template":227,"slug":228},"Granting a single company exclusive rights to a technology in a defined market","Exclusive Technology Licensing Agreement","technology-licensing-agreement-D13434",{"situation":230,"recommended_template":231,"slug":232},"Licensing software to end users with no modification rights","End-User License Agreement (EULA)","end-user-license-agreement-D13011",{"situation":234,"recommended_template":235,"slug":236},"Allowing a partner to embed and resell your technology in their product","OEM Software License Agreement","software-license-agreement-D12928",{"situation":238,"recommended_template":239,"slug":240},"Transferring all IP rights permanently rather than licensing them","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",{"situation":242,"recommended_template":243,"slug":244},"Licensing technology as part of a broader joint development project","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":246,"recommended_template":247,"slug":228},"Sharing technology access for internal research and evaluation only","Technology Evaluation License Agreement",{"situation":249,"recommended_template":131,"slug":250},"Licensing a patent portfolio alongside technical know-how","patent-license-agreement-D967",[252,255,258,261,264,267,270,273,276,279,282,285],{"term":253,"definition":254},"Licensor","The party that owns the technology and grants another party the right to use it under defined conditions.",{"term":256,"definition":257},"Licensee","The party that receives the right to use the licensor's technology, subject to the terms of the agreement.",{"term":259,"definition":260},"Exclusive License","A grant that prevents the licensor from licensing the same technology to any other party within the agreed scope or territory.",{"term":262,"definition":263},"Non-Exclusive License","A grant that allows the licensor to license the same technology to multiple parties simultaneously.",{"term":265,"definition":266},"Sublicense","Permission granted by the licensee to a third party to use the licensed technology, typically requiring the licensor's prior written consent.",{"term":268,"definition":269},"Royalty","A recurring fee paid by the licensee to the licensor, typically calculated as a percentage of revenue, units sold, or a fixed amount per period.",{"term":271,"definition":272},"Field of Use","A contractual restriction limiting the licensee's use of the technology to a specific application, industry, or market segment.",{"term":274,"definition":275},"Derivative Work","A new work based on or incorporating the licensed technology — such as a modified codebase or adapted algorithm — whose ownership must be explicitly addressed in the agreement.",{"term":277,"definition":278},"Source Code Escrow","An arrangement in which the licensor deposits source code with a neutral third party, which releases it to the licensee if the licensor ceases to support or maintain the technology.",{"term":280,"definition":281},"Improvement","Any enhancement, update, or modification to the licensed technology — the agreement must specify whether improvements belong to the licensor, the licensee, or are jointly owned.",{"term":283,"definition":284},"Audit Rights","A contractual right allowing the licensor to inspect the licensee's records to verify that royalty calculations and usage are accurate and within the agreed scope.",{"term":286,"definition":287},"Perpetual License","A license that grants the right to use the technology indefinitely, as opposed to a term license that expires on a fixed date.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and recitals","Identifies the licensor and licensee as legal entities and summarizes the commercial context — what technology is being licensed and the general purpose of the arrangement.","This Technology Licensing Agreement is entered into as of [DATE] between [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensor'), and [LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensee'). Licensor owns certain technology described in Exhibit A and wishes to grant Licensee limited rights to use such technology.","Using a brand name or product name instead of the registered legal entity name. If the contracting entity and the IP-owning entity are different subsidiaries, the agreement may be unenforceable against the actual rights holder.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"License grant and scope","The core clause — states exactly what rights are granted (use, copy, modify, distribute, sublicense), whether the license is exclusive or non-exclusive, and any field-of-use or territorial restrictions.","Licensor hereby grants to Licensee a [non-exclusive / exclusive], non-transferable, [royalty-bearing / royalty-free] license to use the Technology solely in the [FIELD OF USE] within [TERRITORY], during the Term, for the purpose of [PURPOSE].","Granting a broad 'use' right without defining what 'use' includes. Failing to specify whether the licensee can modify, reproduce, or create derivative works leaves scope entirely to interpretation — courts tend to find in favor of the broader reading.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Term and renewal","Sets the start date, duration, and conditions under which the license automatically renews or expires. May include an initial evaluation period.","This Agreement commences on [START DATE] and continues for an initial term of [X] years ('Initial Term'). Thereafter, it shall renew automatically for successive [one-year] periods unless either party provides [60] days' written notice of non-renewal prior to the end of the then-current term.","No auto-renewal notice period — or a notice window so short (e.g., 5 days) that the licensee is effectively locked in. This is the most common source of technology licensing disputes in SaaS and enterprise software.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Royalties and payment terms","Specifies the fee structure — upfront license fee, ongoing royalties, milestone payments, or a combination — payment frequency, currency, and late-payment interest.","Licensee shall pay Licensor a royalty equal to [X]% of Net Revenue derived from products or services incorporating the Technology, payable within [30] days after the end of each calendar quarter, together with a royalty report. Unpaid amounts accrue interest at [1.5]% per month.","Defining royalty base vaguely as 'revenue' without specifying whether it is gross or net and what deductions are permitted. 'Net Revenue' with no agreed definition leads to systematic underpayment disputes.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intellectual property ownership and improvements","Confirms that the licensor retains ownership of the underlying technology and specifies who owns improvements, modifications, or derivative works created by the licensee during the license term.","As between the parties, Licensor retains all right, title, and interest in and to the Technology. All Improvements created solely by Licensee shall be owned by Licensee; all Improvements created jointly shall be jointly owned, with each party having the right to exploit such jointly owned Improvements without accounting to the other.","Leaving improvement ownership unaddressed entirely. When a licensee materially enhances the technology, courts may default to a shared ownership model — which can prevent the licensor from using improvements in its own products without the licensee's consent.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Confidentiality","Obligates both parties to protect the other's confidential information — technical documentation, source code, and business terms — and limits permitted disclosure to employees and contractors with a need to know.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. Each party shall use the Confidential Information solely for the purpose of exercising its rights under this Agreement.","Failing to include a carve-out for information that becomes publicly known through no fault of the receiving party. Without standard exceptions, a confidentiality clause can be challenged as overbroad and unenforceable.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Warranties and representations","States what the licensor represents about the technology — that it owns it, that it does not infringe third-party IP, and that it functions materially as described — and any warranty disclaimers.","Licensor represents and warrants that: (a) it has the full right and authority to grant the rights in this Agreement; (b) to Licensor's knowledge, the Technology does not infringe any third-party intellectual property rights; and (c) the Technology will perform materially in accordance with the Documentation for [90] days following delivery. EXCEPT AS SET FORTH HEREIN, THE TECHNOLOGY IS PROVIDED 'AS IS.'","No IP non-infringement warranty at all. If the licensed technology later turns out to infringe a patent, a licensee with no warranty has limited recourse — and may face third-party infringement claims with no contractual indemnification.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Indemnification","Allocates responsibility for third-party claims — particularly IP infringement claims — and defines each party's obligation to defend and hold harmless the other.","Licensor shall defend, indemnify, and hold harmless Licensee against any third-party claim alleging that the Technology infringes a valid patent, copyright, or trade secret, provided Licensee: (a) promptly notifies Licensor in writing of the claim; (b) grants Licensor sole control of the defense; and (c) provides reasonable cooperation.","Including an indemnification obligation with no cap. Uncapped indemnity for IP infringement can expose a licensor to liability far exceeding the deal value — always pair it with an aggregate liability cap tied to fees paid or a multiple thereof.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Audit rights","Grants the licensor the right to inspect the licensee's records and systems to verify royalty calculations, usage compliance, and adherence to field-of-use and territory restrictions.","Licensor may, upon [30] days' written notice, audit Licensee's books, records, and systems relevant to royalty calculations no more than once per calendar year. If an audit reveals an underpayment of more than [5]%, Licensee shall reimburse the cost of the audit in addition to the underpaid amount plus interest.","Omitting a cost-shifting threshold for underpayments. Without a trigger, licensees have little incentive to self-correct calculation errors — and licensors absorb audit costs even when underpayment is discovered.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Termination and post-termination obligations","Defines the conditions under which either party may terminate — for cause, for material breach, for insolvency, or for convenience — and what the licensee must do after termination, including deleting or returning technology assets.","Either party may terminate this Agreement for cause upon [30] days' written notice if the other party materially breaches any provision and fails to cure within [30] days of notice. Upon termination, Licensee shall immediately cease all use of the Technology, destroy all copies, and certify destruction in writing within [10] business days.","No cure period before termination for breach. Terminating a technology agreement without a cure window — particularly when the licensee has deeply integrated the technology — can expose the licensor to a wrongful-termination claim and damages.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify the parties and describe the technology precisely","Enter the full legal entity names and jurisdictions of incorporation for both licensor and licensee. In Exhibit A, describe the licensed technology by name, version, patent numbers, or repository references — not by product marketing names.","If the technology is covered by pending patents, list each application number in Exhibit A so the license automatically captures granted patents as they issue.",{"step":346,"title":347,"description":348,"tip":349},2,"Choose exclusive or non-exclusive and set the field of use","Decide whether the grant is exclusive (prevents licensor from licensing others in the same scope) or non-exclusive. Define the field of use — the specific application, market, or industry — to limit scope and protect the licensor's ability to license elsewhere.","A narrowly defined field of use is almost always better for the licensor. 'Healthcare diagnostics in the United States' is enforceable; 'healthcare' alone covers too much.",{"step":351,"title":352,"description":353,"tip":354},3,"Define royalties with a precise calculation base","Specify the royalty rate, the base to which it applies (gross revenue, net revenue with defined deductions, or per-unit), payment frequency, and currency. Add a minimum annual royalty if the deal warrants it.","Define 'Net Revenue' and list every permitted deduction — returns, taxes, shipping — in a numbered list. Vague bases generate the most licensing disputes.",{"step":356,"title":357,"description":358,"tip":359},4,"Address IP ownership for improvements","Decide upfront whether licensee-created improvements stay with the licensee, revert to the licensor, or are jointly owned. Set a grant-back provision if the licensor needs rights to use improvements in its own products.","A non-exclusive, royalty-free grant-back to the licensor for licensee improvements is a common compromise that preserves both parties' interests without creating joint ownership complications.",{"step":361,"title":362,"description":363,"tip":364},5,"Set the warranty and indemnification scope","Include at minimum an ownership warranty and a knowledge-qualified IP non-infringement warranty. Add an IP indemnification obligation on the licensor, capped at a multiple of fees paid in the prior 12 months.","Carve out indemnification for infringement caused by the licensee's modifications or combinations with third-party technology — a standard exclusion that prevents abuse.",{"step":366,"title":367,"description":368,"tip":369},6,"Configure audit rights and royalty reporting","Set the audit notice period (30 days is standard), frequency (once per year), and the underpayment threshold that triggers cost-shifting to the licensee. Require quarterly royalty reports with each payment.","Include a self-audit certification option — requiring the licensee to submit an annual compliance certificate reduces the need for full audits in straightforward arrangements.",{"step":371,"title":372,"description":373,"tip":374},7,"Draft termination conditions and post-termination cleanup","Set the cure period for material breach (30 days is standard), add termination triggers for insolvency and change of control if needed, and specify exactly what the licensee must destroy or return within a fixed number of days after termination.","For software licenses, require a written certification of deletion signed by the licensee's CTO or a designated officer — this creates an evidentiary record if infringement is alleged post-termination.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before any technology transfer occurs","Both parties must sign the agreement before any access credentials, source code, documentation, or technical know-how is shared. Post-disclosure signing can complicate trade-secret protections in several jurisdictions.","Use Business in a Box eSign to timestamp execution and store the fully executed agreement alongside Exhibit A in BIB Drive.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Granting rights without a defined field of use","A license that says only 'Licensee may use the Technology' is practically unlimited in scope. Courts have found such language to preclude the licensor from competing in its own core market.","Define the permitted field of use in a numbered definition clause — name the specific industry, application, and geography — and include an explicit reservation of all rights not granted.",{"mistake":386,"why_it_matters":387,"fix":388},"Vague royalty base with undefined deductions","When 'revenue' is undefined, licensees apply the most favorable interpretation — stripping out returns, discounts, and bundled services until the royalty base is a fraction of actual billings.","Define 'Net Revenue' in the definitions clause with an exhaustive list of permitted deductions, and require the licensee to submit a royalty report showing the calculation with each payment.",{"mistake":390,"why_it_matters":391,"fix":392},"No IP indemnification for the licensee","If the licensed technology is later found to infringe a third-party patent, a licensee without indemnification faces infringement liability alone — even though they had no way to assess the licensor's IP position.","Include a licensor indemnification obligation covering third-party IP infringement claims, capped at a reasonable multiple of fees paid, with standard exclusions for licensee modifications.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting a cure period before termination for breach","Immediate termination without a cure window exposes the licensor to wrongful-termination claims, particularly when the licensee has deeply integrated the technology into its products.","Set a 30-day written notice and cure period for any material breach before termination takes effect. Reserve the right to terminate immediately only for payment defaults exceeding 60 days and insolvency events.",{"mistake":398,"why_it_matters":399,"fix":400},"Leaving improvement ownership unaddressed","When a licensee invests significantly in enhancing the licensed technology and the agreement is silent, courts in several jurisdictions have found the licensee holds an independent ownership interest — blocking the licensor from using its own improvements.","Add an explicit improvements clause: specify that licensor-created improvements are licensed to the licensee automatically under the same terms, and that licensee-created improvements are subject to a non-exclusive royalty-free grant-back to the licensor.",{"mistake":402,"why_it_matters":403,"fix":404},"No source code escrow for software licenses","If the licensor becomes insolvent or discontinues the product, the licensee loses access to the technology it has built its operations around — with no contractual recourse to obtain the underlying code.","Include a source code escrow obligation requiring the licensor to deposit current source code with a recognized escrow agent (e.g., Iron Mountain) and update the deposit with each major release.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a technology licensing agreement?","A technology licensing agreement is a legally binding contract in which a technology owner (the licensor) grants another party (the licensee) specific rights to use, distribute, or modify a proprietary technology — such as software, a patent, an algorithm, or technical know-how — in exchange for royalties or fees. It defines the scope, duration, territory, and financial terms of that permission, and confirms that the licensor retains ownership of the underlying IP.\n",{"question":410,"answer":411},"What is the difference between an exclusive and a non-exclusive technology license?","An exclusive license prevents the licensor from granting the same rights to any other party within the agreed field of use and territory — giving the licensee a protected market position. A non-exclusive license allows the licensor to license the same technology to multiple parties simultaneously. Exclusive licenses command significantly higher fees and royalties, and typically include minimum performance obligations to prevent the licensee from blocking the market without actually using the technology.\n",{"question":413,"answer":414},"Who needs a technology licensing agreement?","Any company granting or receiving the right to use proprietary technology needs a formal agreement in place before the transfer occurs. This includes software companies licensing their platforms to enterprise customers, patent holders monetizing their IP, universities commercializing research, and companies embedding third-party technology in their own products. Operating without a signed agreement — even between trusted partners — leaves ownership, fees, and termination rights entirely undefined.\n",{"question":416,"answer":417},"What royalty rate is standard in a technology licensing agreement?","Royalty rates vary widely by industry and technology type. Software licenses typically run 5–20% of net revenue for non-exclusive rights. Patent licenses in manufacturing and pharmaceutical sectors often range from 1–10% of net sales, depending on the patent's contribution to the final product value. Exclusive licenses command premiums of 1.5–3× the equivalent non-exclusive rate. Always tie the rate to a clearly defined revenue base with enumerated deductions to avoid calculation disputes.\n",{"question":419,"answer":420},"Do I need a lawyer to draft a technology licensing agreement?","For straightforward non-exclusive software licenses at low royalty values, a well-structured template is typically sufficient as a starting point. Legal review is strongly recommended when the license is exclusive, involves significant royalties or upfront fees, covers patented technology, or spans multiple jurisdictions. A technology licensing dispute — particularly over IP ownership or royalty calculations — is among the most expensive commercial litigations to resolve, making an upfront review cost of $500–$2,000 a prudent investment.\n",{"question":422,"answer":423},"What happens to improvements the licensee makes to the licensed technology?","The agreement must explicitly address improvement ownership — silence on this point is one of the most litigated gaps in technology licensing. Common structures include: licensee owns its improvements outright (with a grant-back to the licensor), licensor owns all improvements (with a license-back to the licensee), or joint ownership for jointly developed improvements. Each structure has distinct implications for future competition, fundraising, and exit valuations.\n",{"question":425,"answer":426},"What is a field-of-use restriction and why does it matter?","A field-of-use restriction limits the licensee to using the technology within a defined application, market, or industry — for example, 'medical imaging devices in the United States.' It allows the licensor to monetize the same technology across multiple verticals simultaneously by licensing different fields to different parties. Courts generally enforce well-defined field-of-use restrictions, making precise drafting essential — an ambiguous field has been interpreted by courts to favor the licensee's broader reading.\n",{"question":428,"answer":429},"What is source code escrow and when should I require it?","Source code escrow is an arrangement in which the licensor deposits the current source code with a neutral third-party agent (such as Iron Mountain or NCC Group). The agent releases the code to the licensee only on defined trigger events — typically the licensor's insolvency, acquisition, or material failure to support the software. Licensees should require escrow whenever the licensed technology is mission-critical to their operations and the licensor is a small or early-stage company whose long-term viability is uncertain.\n",{"question":431,"answer":432},"Can a technology license be terminated for convenience?","Termination for convenience — without cause — is allowed if the agreement expressly provides for it, typically requiring 30–90 days' written notice. Many licensors resist convenience termination provisions because they undermine revenue predictability. Licensees, conversely, often require them to avoid being locked into a technology that becomes obsolete. Whether the clause is included, and on what terms, is typically a negotiated point that reflects the relative leverage of the parties at signing.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Software and SaaS","industry-saas","OEM and white-label licensing arrangements require precise sublicense rights, API usage limits, and source code escrow obligations alongside standard royalty terms.",{"industry":439,"icon_asset_id":440,"specifics":441},"Life Sciences and Pharma","industry-healthtech","Patent portfolio licensing with milestone payments tied to regulatory approvals (IND, NDA, CE mark), territory-by-territory exclusivity, and royalty stacking provisions for multi-patent products.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing and Industrial Technology","industry-manufacturing","Know-how and process licensing requires detailed technical assistance obligations, training schedules, and quality-control rights to protect the licensor's brand reputation.",{"industry":447,"icon_asset_id":448,"specifics":449},"Research and Higher Education","industry-researcher","University technology transfer agreements typically include a reserved right for non-commercial academic use, publication rights, and federal government use rights under Bayh-Dole Act march-in provisions.",[451,454,458,461],{"vs":239,"vs_template_id":452,"summary":453},"intellectual-property-assignment-agreement-D13454","An IP assignment permanently transfers ownership of the technology from the assignor to the assignee — no ongoing relationship, no royalties, and no reversion of rights. A technology licensing agreement keeps ownership with the licensor and creates an ongoing commercial relationship with fee obligations. Use an assignment when the owner wants a clean exit; use a license when they want recurring revenue or to license to multiple parties.",{"vs":455,"vs_template_id":456,"summary":457},"Software Development Agreement","software-development-agreement-D13448","A software development agreement governs the creation of new software by one party for another — who owns the output, how it is delivered, and what happens if milestones are missed. A technology licensing agreement governs the use of technology that already exists. The two are often paired: a development agreement creates the IP, and a licensing agreement then governs its commercial deployment.",{"vs":231,"vs_template_id":459,"summary":460},"end-user-license-agreement-D13437","A EULA is a standardized, non-negotiated agreement governing individual end users' access to software — typically click-through and royalty-free. A technology licensing agreement is a negotiated B2B instrument covering commercial use rights, royalties, IP ownership, audit rights, and indemnification between two legal entities. EULAs protect the licensor from mass-market misuse; technology licensing agreements govern complex, revenue-generating commercial arrangements.",{"vs":462,"vs_template_id":463,"summary":464},"Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during negotiations but grants no right to use the technology. A technology licensing agreement grants affirmative use rights and typically includes its own confidentiality clause that supersedes a standalone NDA once the license is signed. An NDA is typically executed first — before technical details are shared — with the licensing agreement following once commercial terms are agreed.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Non-exclusive software licenses with straightforward royalty terms and domestic parties","Free","30–60 minutes",{"best_for":471,"cost":472,"time":473},"Exclusive licenses, cross-border arrangements, or agreements involving patented technology with meaningful royalty value","$500–$2,000","3–7 days",{"best_for":475,"cost":476,"time":477},"Complex patent portfolios, pharmaceutical milestone licensing, multi-territory exclusives, or agreements where IP ownership is contested","$3,000–$15,000+","2–6 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","US technology licenses are governed primarily by state contract law, with federal law controlling patent and copyright elements. California, Delaware, and New York are the most commonly chosen governing states. Under the Bayh-Dole Act, federally funded inventions licensed by universities carry government march-in rights. The FTC and DOJ Antitrust Division scrutinize exclusive field-of-use restrictions and royalty-stacking arrangements in standard-essential patent licenses.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canadian technology licenses are subject to federal IP statutes (Patent Act, Copyright Act, Trade-marks Act) and provincial contract law — Ontario and British Columbia are the most common governing jurisdictions. Quebec licensing agreements involving trade secrets may require additional precautions under civil law. Canadian courts have enforced improvement ownership clauses but apply strict interpretation to overly broad grant-back provisions. GST/HST treatment of royalty payments depends on whether the technology use is considered supply of a service or intangible property.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK technology licenses are governed by the law of England and Wales (most commonly) and must comply with the Competition Act 1998 for any exclusivity or territorial restrictions. Post-Brexit, UK patent rights and EU patent rights must be licensed separately — a pan-European license no longer automatically covers the UK. The IPO (Intellectual Property Office) maintains a patent licensing register, and registered licenses can affect enforceability against third parties. HMRC's Patent Box regime reduces corporation tax on patent-derived royalties to 10%, making licensor-side tax structuring relevant.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU technology licensing is governed by national contract law, with competition law compliance required under Article 101 TFEU and the Technology Transfer Block Exemption Regulation (TTBER). TTBER provides safe harbors for standard licensing terms between non-competing parties with combined market share below 20% (horizontal) or 30% (vertical). Royalty payments to non-EU licensors may be subject to withholding tax under member-state domestic law, reduced by applicable tax treaties. GDPR applies if the licensed technology processes personal data, requiring data processing addenda.",[240,463,232,250,500,501,502,503,504,505,506,507],"custom-software-development-agreement-D787","joint-venture-agreement-D889","software-maintenance-agreement-D805","technology-transfer-agreement-D919","master-service-agreement-D12657","trademark-license-and-royalty-agreement-D970","independent-contractor-agreement-D160","mutual-non-disclosure-agreement-D955",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":95,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":519},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[515,516,517,518],"intellectual-property","contract","technology-licensing","licensing-agreement",0.95,"\u003Ch2>What is a Technology Licensing Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Technology Licensing Agreement\u003C/strong> is a legally binding contract in which a technology owner — the licensor — grants another party — the licensee — defined rights to use, reproduce, distribute, or modify a proprietary technology in exchange for royalties or licensing fees. The agreement confirms that the licensor retains ownership of the underlying intellectual property while the licensee receives a carefully scoped permission to exploit it commercially. It covers not only what is permitted but also what is expressly prohibited, who owns improvements created during the relationship, how payments are calculated and verified, and what happens when the arrangement ends. In practice, it functions as the legal foundation for every commercial technology transfer relationship, from a SaaS platform licensing its API to enterprise clients to a university spin-out granting a pharmaceutical company rights to a patented compound.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a signed technology licensing agreement exposes both parties to significant and concrete risks. For the licensor, the absence of a formal grant means the licensee's actual rights are undefined — courts have interpreted informal arrangements to grant far broader rights than the licensor intended, effectively handing over an exclusive position in a market. For the licensee, there is no protection against the licensor terminating access arbitrarily, licensing the same technology to a direct competitor, or claiming ownership of improvements the licensee invested heavily to develop. Royalty disputes are among the most expensive commercial litigations to resolve, typically running $500,000 or more in legal fees before a judgment — disputes that a well-drafted royalty calculation clause would have made unnecessary. A properly executed technology licensing agreement locks in the scope, the economics, and the exit path for both parties before any technology changes hands, turning what would otherwise be an uncertain business relationship into an enforceable commercial arrangement.\u003C/p>\n",1778773515054]