[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-technology-transfer-agreement-D919":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3",null,"Technology Transfer Agreement","2",42,"doc","https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"technology transfer agreement","Technology Transfer Agreement Template","https://templates.business-in-a-box.com/imgs/400px/919.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[34,38,42,46,50,54,58,62,66,70,74,78,82,99,115,130,143,156],{"label":35,"url":36,"thumb":37,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"label":39,"url":40,"thumb":41,"extension":10},"Technology Licensing Agreement","/template/technology-licensing-agreement-D13434","https://templates.business-in-a-box.com/imgs/250px/13434.png",{"label":43,"url":44,"thumb":45,"extension":10},"Technology Policy","/template/technology-policy-D13285","https://templates.business-in-a-box.com/imgs/250px/13285.png",{"label":47,"url":48,"thumb":49,"extension":10},"Agreement of Transfer","/template/agreement-of-transfer-D935","https://templates.business-in-a-box.com/imgs/250px/935.png",{"label":51,"url":52,"thumb":53,"extension":10},"Checklist Drafting Multimedia and Technology Licensing Agreement","/template/checklist-drafting-multimedia-and-technology-licensing-agreement-D5177","https://templates.business-in-a-box.com/imgs/250px/5177.png",{"label":55,"url":56,"thumb":57,"extension":10},"Transfer Agreement Intercompanies","/template/transfer-agreement-intercompanies-D921","https://templates.business-in-a-box.com/imgs/250px/921.png",{"label":59,"url":60,"thumb":61,"extension":10},"Business Transfer Agreement","/template/business-transfer-agreement-D12552","https://templates.business-in-a-box.com/imgs/250px/12552.png",{"label":63,"url":64,"thumb":65,"extension":10},"Agreement of Absolute Transfer and Assignment","/template/agreement-of-absolute-transfer-and-assignment-D933","https://templates.business-in-a-box.com/imgs/250px/933.png",{"label":67,"url":68,"thumb":69,"extension":10},"Stock Transfer Agreement","/template/stock-transfer-agreement-D14069","https://templates.business-in-a-box.com/imgs/250px/14069.png",{"label":71,"url":72,"thumb":73,"extension":10},"Asset Transfer and Sale Agreement Brand","/template/asset-transfer-and-sale-agreement-brand-D861","https://templates.business-in-a-box.com/imgs/250px/861.png",{"label":75,"url":76,"thumb":77,"extension":10},"Shares Transfer Agreement Short","/template/shares-transfer-agreement-short-D346","https://templates.business-in-a-box.com/imgs/250px/346.png",{"label":79,"url":80,"thumb":81,"extension":10},"Agreement of Sale, Transfer & Assignment of Accounts Receivable","/template/agreement-of-sale-transfer-assignment-of-accounts-receivable-D934","https://templates.business-in-a-box.com/imgs/250px/934.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":97,"url":98},"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},[92,94],{"label":17,"url":93},"business-legal-agreements",{"label":95,"url":96},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [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] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":108,"description":6},"software license agreement",[110,111],{"label":17,"url":93},{"label":112,"url":113},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":103,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"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":123,"description":6},"non disclosure agreement nda",[125,126],{"label":17,"url":93},{"label":127,"url":128},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":131,"descriptionCustom":6,"label":132,"pages":85,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":138,"keywords":141,"url":142},"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},[139,140],{"label":17,"url":93},{"label":17,"url":93},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":144,"descriptionCustom":6,"label":145,"pages":118,"size":146,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":151,"keywords":154,"url":155},"LICENSE AGREEMENT This License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Indemnitor\"), 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 \"Indemnitee\"), 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] In consideration of the mutual promises contained in this agreement, the parties agree as follows: GRANT OF LICENSE; DESCRIPTION OF PREMISES Licensor grants to licensee a license to occupy and use, subject to all of the terms and conditions of this agreement, the following described property located in [CITY], [STATE/PROVINCE]: [insert legal description]. LIMITATION TO DESCRIBED PURPOSE The above-described property may be occupied and used by licensee solely for [specify primary purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and continuing until this agreement is terminated as provided in this agreement. PERIODIC PAYMENTS Licensee shall pay licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this agreement. VARIABLE PAYMENTS In addition to making the payments provided for in Section Three of this agreement, licensee shall make payments based on the extent of utilization of the above-described property. Such payments shall be at the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including [date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover [NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by appropriate statements certified by licensee. TERMINATION Either party may terminate this agreement at any time, without regard to payment periods by giving written notice to the other, specifying the date of termination, such notice to be given not less than [NUMBER] days prior to the date specified in such notice for the date of termination. Should the above-described property, or any essential part of such property, be totally destroyed by fire or other casualty, this agreement shall immediately terminate; and, in the case of partial destruction, this agreement may be terminated by either party by giving written notice to the other, specifying the date of termination, such notice to be given within [NUMBER] days following such partial destruction and not less than [NUMBER] days prior to the termination date specified in such notice.","License Agreement",43,"https://templates.business-in-a-box.com/imgs/1000px/license-agreement-D1180.png","https://templates.business-in-a-box.com/imgs/250px/1180.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1180.xml",{"title":6,"description":6},[152,153],{"label":17,"url":93},{"label":112,"url":113},"license agreement","/template/license-agreement-D1180",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":165,"keywords":170,"url":171},"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},[166,167],{"label":17,"url":93},{"label":168,"url":169},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license royalty agreement","/template/trademark-license-and-royalty-agreement-D970",false,{"seo":174,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":505,"classification":506},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Technology Transfer Agreement Template | BIB","Free technology transfer agreement template covering IP licensing, know-how, sublicensing, royalties, and warranties.","technology transfer agreement template",[20,179,180,181,182,183,184,185],"technology license agreement template","ip transfer agreement template","technology transfer contract","software technology transfer agreement","technology transfer agreement free download","technology licensing agreement template word","ip licensing agreement template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":172},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Technology Transfer Agreement is a legally binding contract through which a technology owner (the transferor) grants defined rights to use, commercialize, or further develop a specific technology to another party (the transferee). This free Word download covers IP ownership, licensing scope, royalties, sublicensing, warranties, and termination in a single structured document you can edit online and export as PDF.\n","Use it when a business, university, or research institution licenses proprietary software, patents, trade secrets, or technical know-how to a commercial partner, subsidiary, or joint-venture counterpart. It is also required when selling or assigning all rights to a technology outright rather than licensing them.\n","Identification of the technology and IP rights transferred, licensing scope and territory, royalty or lump-sum payment terms, sublicensing rights, confidentiality and trade-secret protections, representations and warranties on ownership, and termination triggers with post-termination obligations.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Startup founders","Transferring core IP to a newly formed operating entity or spin-out","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"University technology transfer offices","Licensing faculty inventions and research IP to commercial partners","persona-academic-researcher",{"title":207,"use_case":208,"icon_asset_id":209},"Corporate development teams","Acquiring or licensing technology from a target company pre-acquisition","persona-corporate-counsel",{"title":211,"use_case":212,"icon_asset_id":213},"Software companies","Licensing proprietary platforms or SDKs to OEM and distribution partners","persona-saas-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Manufacturers and industrial firms","Sharing patented production processes with international joint-venture partners","persona-manufacturer",{"title":219,"use_case":220,"icon_asset_id":221},"Research institutions","Commercializing grant-funded technology through exclusive licensing deals","persona-nonprofit-exec",[223,227,231,235,238,242,246],{"situation":224,"recommended_template":225,"slug":226},"Licensing technology while retaining ownership and allowing royalties","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":228,"recommended_template":229,"slug":230},"Permanently transferring all ownership rights to the technology","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":232,"recommended_template":233,"slug":234},"Sharing know-how and processes between joint-venture partners","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":236,"recommended_template":101,"slug":237},"Allowing use of software source code under defined conditions","software-license-agreement-D12928",{"situation":239,"recommended_template":240,"slug":241},"Disclosing technology details before a full agreement is signed","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":243,"recommended_template":244,"slug":245},"Transferring technology across international borders with customs implications","International Technology Transfer Agreement","technology-transfer-agreement-D919",{"situation":247,"recommended_template":248,"slug":249},"Licensing patented technology in exchange for cross-licensing rights","Cross-License Agreement","license-agreement-D1180",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Transferor","The party who owns the technology and grants rights to the other party under the agreement.",{"term":255,"definition":256},"Transferee","The party who receives the right to use, develop, or commercialize the technology under the terms of the agreement.",{"term":258,"definition":259},"Licensed Technology","The specific patents, trade secrets, software, technical know-how, or other IP that is the subject of the transfer.",{"term":261,"definition":262},"Exclusive License","A grant of rights that prevents the transferor from licensing the same technology to any other party within the defined scope or territory.",{"term":264,"definition":265},"Non-Exclusive License","A grant of rights that allows the transferor to simultaneously license the same technology to multiple parties.",{"term":267,"definition":268},"Royalty","A recurring payment from the transferee to the transferor, typically calculated as a percentage of net sales or revenue generated using the licensed technology.",{"term":270,"definition":271},"Sublicense","A grant by the transferee to a third party of some or all of the rights it received under the technology transfer agreement.",{"term":273,"definition":274},"Know-How","Confidential technical information, processes, and expertise that are not necessarily patented but are commercially valuable and transferred alongside formal IP rights.",{"term":276,"definition":277},"Field of Use","A limitation in a license that restricts the transferee's use of the technology to a defined industry, application, or purpose.",{"term":279,"definition":280},"Milestone Payment","A lump-sum payment triggered when the transferee achieves a defined commercial or development milestone, such as first regulatory approval or reaching a revenue threshold.",{"term":282,"definition":283},"Improvements","Modifications or enhancements made to the licensed technology after the agreement is signed — ownership and licensing rights to improvements must be explicitly addressed.",{"term":285,"definition":286},"Grant-Back Clause","A provision requiring the transferee to license back to the transferor any improvements it makes to the licensed technology.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties, recitals, and definitions","Identifies the transferor and transferee by full legal name, states the commercial context of the deal, and defines all key terms used throughout the agreement.","This Technology Transfer Agreement ('Agreement') is entered into as of [DATE] by and between [TRANSFEROR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Transferor'), and [TRANSFEREE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Transferee'). Transferor owns certain proprietary technology described herein and desires to transfer rights thereto to Transferee on the terms set forth below.","Using a trade name instead of the registered legal entity for either party. If the entity name does not match ownership records for the IP, the grant of rights may not effectively transfer anything.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Description and schedule of licensed technology","Precisely describes the technology being transferred — patents by number, software by version, trade secrets by category — and attaches supporting schedules.","The 'Licensed Technology' means: (a) the patents and patent applications listed in Schedule A; (b) the software codebase identified in Schedule B, version [VERSION NUMBER]; and (c) the technical know-how and documentation described in Schedule C, as updated by written agreement of the parties.","Describing the technology in vague commercial terms (e.g., 'our AI platform') rather than by specific patent numbers, version identifiers, or documented trade-secret categories. Vague descriptions create scope disputes the moment either party wants to expand or enforce the agreement.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Grant of rights and license scope","States whether the license is exclusive or non-exclusive, the geographic territory, the field of use, and whether sublicensing is permitted.","Subject to the terms of this Agreement, Transferor hereby grants to Transferee a [exclusive / non-exclusive], [sublicensable / non-sublicensable], worldwide [or: limited to TERRITORY] license to use, reproduce, modify, and commercialize the Licensed Technology solely within the Field of Use defined in Schedule D.","Omitting a field-of-use restriction when the transferor intends to license the same technology to other parties in adjacent markets. Without it, an exclusive grant can inadvertently block the transferor's own commercialization plans.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Consideration, royalties, and milestone payments","Sets out the upfront fee, ongoing royalty rate, royalty base, payment schedule, reporting obligations, and any milestone-triggered lump sums.","Transferee shall pay Transferor: (a) an upfront license fee of $[AMOUNT] due within [30] days of execution; (b) a running royalty of [X]% of Net Sales of Licensed Products in each calendar quarter, payable within [45] days of quarter-end; and (c) milestone payments as set out in Schedule E upon achievement of each milestone.","Defining 'Net Sales' without excluding returns, chargebacks, taxes, and distributor discounts. An ambiguous royalty base is the most common source of post-signing financial disputes in technology licensing.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Sublicensing rights and conditions","Determines whether the transferee may grant sublicenses to third parties and, if so, under what conditions — including whether sublicense royalties flow back to the transferor.","Transferee may grant sublicenses to the Licensed Technology only with Transferor's prior written consent, which shall not be unreasonably withheld. Each sublicense shall be consistent with this Agreement, and Transferee shall remain jointly and severally liable for sublicensee compliance. [X]% of all sublicense fees received by Transferee shall be paid to Transferor within [30] days of receipt.","Granting broad sublicensing rights without requiring sublicensees to sign agreements at least as protective as the main agreement. A sublicensee data breach or IP misuse can expose the transferor without any contractual recourse.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Ownership of improvements and grant-back","Allocates ownership of modifications or enhancements made to the licensed technology after signing and defines whether a grant-back to the transferor is required.","All Improvements to the Licensed Technology made solely by Transferee shall be owned by Transferee. Transferee hereby grants to Transferor a non-exclusive, royalty-free license to use any such Improvements for Transferor's internal purposes. Jointly developed Improvements shall be jointly owned with each party free to exploit without accounting to the other.","No improvements clause at all. When a transferee significantly enhances the technology, undefined ownership creates deadlock on further development, commercialization, and enforcement against third-party infringers.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality and protection of know-how","Requires both parties to protect non-public technical information, trade secrets, and know-how disclosed under the agreement for a defined period.","Each party shall hold the other's Confidential Information in strict confidence using at least the same degree of care it applies to its own confidential information, but no less than reasonable care. This obligation survives termination of this Agreement for a period of [5] years.","Setting a confidentiality term that expires before commercially significant trade secrets lose their value. For manufacturing processes or proprietary algorithms, a 2-year post-termination period may be far too short.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Representations and warranties","The transferor warrants that it owns or has rights to the technology and that the transfer does not infringe third-party IP; the transferee warrants it has authority to enter the agreement.","Transferor represents and warrants that: (a) it is the sole owner of the Licensed Technology free and clear of all liens and encumbrances; (b) to Transferor's knowledge, the Licensed Technology does not infringe any third-party intellectual property rights; and (c) Transferor has full authority to enter this Agreement.","Including a warranty of non-infringement on an absolute rather than knowledge-qualified basis. Universities and research institutions in particular routinely insist on 'to Transferor's knowledge' qualifiers because a comprehensive freedom-to-operate search is rarely complete at signing.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Termination and post-termination obligations","Defines the conditions under which either party may terminate — breach, insolvency, change of control — and what happens to the technology, sublicenses, and payments afterward.","Either party may terminate this Agreement upon [30] days' written notice if the other party materially breaches and fails to cure within [30] days. Upon termination: (a) all licenses granted herein immediately cease; (b) Transferee shall destroy or return all Confidential Information; and (c) accrued royalties due as of the termination date remain payable.","Not addressing the fate of existing sublicenses on termination. If the main agreement ends, do sublicenses automatically terminate or survive? Silence on this point can expose sublicensees — and the transferee — to sudden loss of operating rights.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and export control","Specifies the applicable law and forum for disputes and acknowledges export-control compliance obligations for technology with international applications.","This Agreement is governed by the laws of [STATE / JURISDICTION]. Any dispute shall be resolved by binding arbitration before [AAA / ICC] in [CITY], except claims for injunctive relief. Each party agrees to comply with all applicable export control laws, including the US Export Administration Regulations (EAR) and ITAR where applicable.","Omitting the export control clause entirely when the technology has military, dual-use, or encryption components. Transferring controlled technology to a foreign national or foreign entity without the required US government license is a federal criminal offense.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and confirm IP ownership","Enter the full registered legal names and jurisdictions of both the transferor and transferee. Before signing, confirm the transferor holds clear title to every element of the licensed technology — check patent assignment records at the USPTO and corporate IP assignment agreements with employees and contractors.","Run a quick USPTO assignment database search on the patent numbers in Schedule A to confirm recorded ownership matches the transferor entity named in the agreement.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the licensed technology in a detailed schedule","Draft Schedule A listing each patent by number, Schedule B identifying software by version and repository hash, and Schedule C describing trade secrets and know-how by category. Attach all schedules before execution.","For software transfers, include a SHA-256 hash of the specific codebase version in Schedule B — this creates an immutable record of exactly what was transferred and when.",{"step":350,"title":351,"description":352,"tip":353},3,"Choose and document the license type and scope","Decide whether the grant is exclusive or non-exclusive, worldwide or territory-limited, and whether sublicensing is permitted. Draft a field-of-use schedule if the transferor intends to retain rights in adjacent markets.","If you are granting an exclusive license, confirm you have no existing non-exclusive licenses to the same technology that would conflict — check all prior agreements before drafting.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the royalty structure and define Net Sales","Enter the upfront fee, royalty rate, and the definition of Net Sales that the royalty applies to. Explicitly exclude returns, taxes, and distributor allowances from the royalty base. Add milestone payment triggers in Schedule E.","Benchmark your royalty rate against published industry standards — pharmaceutical licenses typically run 3–10% of net sales; software licenses often use a flat per-seat fee instead of a percentage.",{"step":360,"title":361,"description":362,"tip":363},5,"Address sublicensing, improvements, and grant-back","Decide whether the transferee may sublicense and under what approval process. Allocate ownership of improvements — sole, joint, or grant-back — and confirm both parties understand the implications before finalizing the language.","If the transferee will sublicense to distributors, require a standard sublicense agreement form as an exhibit so every sublicense is automatically consistent with the main agreement.",{"step":365,"title":366,"description":367,"tip":368},6,"Draft the confidentiality and survival provisions","Set the confidentiality standard, the categories of excluded information, and the post-termination survival period. For core trade secrets, consider a perpetual confidentiality obligation rather than a fixed term.","Specify in writing which employees and contractors of each party are permitted to access confidential technical information — limiting access by role reduces leak risk and strengthens enforceability.",{"step":370,"title":371,"description":372,"tip":373},7,"Complete the termination and export control clauses","Define termination triggers (material breach, insolvency, change of control), the cure period, and what happens to sublicenses and accrued royalties post-termination. If any element of the technology is subject to EAR, ITAR, or EU dual-use controls, add the export compliance clause.","Consult an export control attorney before finalizing any transfer involving encryption software, defense-related hardware, or technology licensed to a foreign national — even a royalty-free academic license can require government approval.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before any technology access is provided","Both parties must sign before any confidential technical information, source code, or patent documentation is shared. Post-disclosure signatures create enforceability gaps, particularly on confidentiality and IP ownership.","Use a timestamp-verified eSignature platform and store the fully executed agreement alongside all schedules in a single version-controlled file to prevent schedule substitution disputes.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Vague technology description without supporting schedules","If the agreement does not precisely identify what is being transferred, either party can later dispute whether a specific patent, algorithm, or process was included — creating expensive litigation over the agreement's basic scope.","Attach detailed schedules listing every patent by number, every software component by version, and every trade-secret category by written description before execution.",{"mistake":385,"why_it_matters":386,"fix":387},"No field-of-use restriction on an exclusive license","Granting an exclusive license without a field-of-use limit can inadvertently block the transferor from commercializing the same technology in adjacent industries, even if the parties never discussed that restriction.","Always define the field of use in a schedule when granting exclusive rights. If the intent is truly unrestricted, state 'all fields of use' explicitly so there is no ambiguity.",{"mistake":389,"why_it_matters":390,"fix":391},"Undefined royalty base — 'gross sales' or 'revenues' without exclusions","Royalties calculated on gross revenue before returns, taxes, and distributor discounts can double or triple the effective royalty rate the transferee expected, triggering disputes that unwind deals.","Define 'Net Sales' to explicitly exclude returns, rebates, chargebacks, sales taxes, freight, and insurance before calculating the royalty percentage.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting ownership allocation for post-signing improvements","When the transferee improves the technology substantially, undefined ownership makes it impossible to enforce, license, or sell the improved version without the other party's cooperation — or a lawsuit.","Include an improvements clause covering sole improvements, joint improvements, and grant-back rights. Address this before signing, not after the first valuable enhancement is made.",{"mistake":397,"why_it_matters":398,"fix":399},"No export control representation or compliance clause","Transferring controlled technology to a foreign entity or non-US person without the required US government authorization is a criminal offense under EAR and ITAR, regardless of whether the parties intended to comply.","Add an export control clause requiring both parties to identify applicable controls, obtain necessary licenses, and provide written representations about restricted-party status before any technology disclosure.",{"mistake":401,"why_it_matters":402,"fix":403},"Silence on sublicense fate at termination","If the main agreement terminates and sublicenses automatically terminate with it, the transferee's downstream customers lose operating rights overnight — creating immediate breach-of-contract claims against the transferee.","Include a survival clause for existing sublicenses on termination where the sublicensee is not itself in breach, or explicitly state that all sublicenses terminate with the main agreement so both parties plan accordingly.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a technology transfer agreement?","A technology transfer agreement is a legally binding contract through which the owner of a technology — such as a patent, software platform, or proprietary manufacturing process — grants defined rights to another party to use, develop, or commercialize that technology. The rights granted can be exclusive or non-exclusive, limited by territory or field of use, and can cover a license (where the transferor retains ownership) or a full assignment (where ownership itself transfers). These agreements are commonly used between corporations, universities, and research institutions when commercializing IP.\n",{"question":409,"answer":410},"What is the difference between a technology transfer agreement and a technology license agreement?","The terms are often used interchangeably, but there is a meaningful distinction. A technology license agreement grants rights to use the technology while the transferor retains ownership. A technology transfer agreement can encompass both licenses and outright assignments of ownership. When the full title to a patent or software codebase passes from one party to another permanently, an IP assignment agreement is the more precise instrument — though many commercial parties use \"technology transfer agreement\" to cover both scenarios.\n",{"question":412,"answer":413},"Does a technology transfer agreement need to be in writing?","Yes. In virtually every jurisdiction, an exclusive patent license or IP assignment must be in writing to be enforceable — the US Patent Act, the Canadian Patent Act, and the UK Patents Act all require written instruments for assignments and exclusive licenses. Non-exclusive licenses can theoretically be oral in some jurisdictions, but oral technology agreements are essentially unenforceable in practice due to the complexity of defining scope, royalties, and ownership. A written agreement is always required.\n",{"question":415,"answer":416},"How are royalties typically structured in a technology transfer agreement?","The most common structures are a percentage of net sales (running royalty), a fixed fee per unit or per seat, a lump-sum upfront payment, or a combination of an upfront fee plus a lower running royalty rate. Industry rates vary widely: pharmaceutical and biotech licenses typically run 3–10% of net sales; software licenses often use per-seat or per-transaction fees. Milestone payments — lump sums triggered by regulatory approval, first commercial sale, or revenue thresholds — are standard in life-sciences and hardware deals.\n",{"question":418,"answer":419},"What is a field-of-use restriction and why does it matter?","A field-of-use restriction limits the transferee's right to use the licensed technology to a specific industry, application, or purpose. For example, a university might license the same diagnostic technology to one company for human diagnostics and to another for veterinary applications — each with an exclusive field-of-use license in their respective fields. Without a field-of-use clause, an exclusive license can inadvertently block the transferor from licensing the same technology to other parties in adjacent markets, significantly reducing the technology's total commercial value.\n",{"question":421,"answer":422},"Can a technology transfer agreement be terminated early?","Yes. Technology transfer agreements typically include termination rights for material breach (with a cure period), insolvency, or change of control. Some agreements also give the transferee a right to terminate for convenience with advance notice. The consequences of termination — cessation of licenses, return of confidential information, survival of accrued royalties, and the fate of existing sublicenses — must all be addressed explicitly in the agreement.\n",{"question":424,"answer":425},"What export control obligations apply to a technology transfer agreement?","If the transferred technology is subject to US Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), or EU dual-use export controls, the parties must obtain the required government authorizations before transferring technical data to foreign nationals or foreign entities. This applies even to academic and research transfers. Failure to comply is a federal criminal offense in the US with penalties of up to $1 million per violation. An export control attorney should review any transfer involving encryption, defense-adjacent, or advanced semiconductor technologies.\n",{"question":427,"answer":428},"Who typically needs a technology transfer agreement?","University technology transfer offices commercializing faculty research, startups spinning out core IP into a new entity, corporations acquiring or licensing technology from acquisition targets, software companies licensing platforms to OEM and distribution partners, and manufacturers sharing patented production processes with international joint-venture partners all routinely use technology transfer agreements. Any situation where valuable technical IP changes hands — or is licensed for commercial use — warrants a formal written agreement.\n",{"question":430,"answer":431},"Do I need a lawyer to draft a technology transfer agreement?","For straightforward domestic non-exclusive licenses involving low-risk technology and modest royalties, a well-structured template reviewed by an IP attorney is typically sufficient. Lawyer involvement is strongly recommended for exclusive licenses, transfers involving patents or regulated technology, cross-border transactions, university licensing, deals with milestone payments exceeding $100,000, and any transaction where export controls may apply. A 2–4 hour IP attorney review typically costs $600–$1,500 and is a sound investment relative to the value of the technology at stake.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Life Sciences and Biotech","industry-healthtech","Patent portfolio transfers with milestone payments tied to clinical trial phases, FDA approval, and first commercial sale; royalty stacking provisions where multiple technology licenses underlie a single product.",{"industry":438,"icon_asset_id":439,"specifics":440},"SaaS and Software","industry-saas","Source-code escrow requirements, version-specific licensing schedules, per-seat or per-API-call royalty structures, and open-source license compliance representations.",{"industry":442,"icon_asset_id":443,"specifics":444},"Manufacturing and Industrial Technology","industry-manufacturing","Know-how transfer protocols requiring on-site technical assistance, production process documentation in Schedule C, and export control screening for dual-use equipment and materials.",{"industry":446,"icon_asset_id":447,"specifics":448},"Higher Education and Research","industry-professional-services","Bayh-Dole Act compliance for federally funded inventions, publication rights preservation clauses, equity stakes in lieu of upfront fees, and retained research use licenses.",[450,453,456,458],{"vs":229,"vs_template_id":451,"summary":452},"intellectual-property-assignment-agreement-D13313","An IP assignment agreement permanently transfers full ownership of the technology from the assignor to the assignee — after signing, the original owner retains no rights. A technology transfer agreement typically grants a license while the transferor retains ownership, or can combine an assignment with ongoing service and royalty obligations. Use an assignment when the intent is a clean, permanent sale of the IP and no ongoing relationship is needed.",{"vs":101,"vs_template_id":454,"summary":455},"software-license-agreement-D166","A software license agreement grants end-user or OEM rights to use a software product, typically without disclosing source code or technical know-how. A technology transfer agreement is broader — it can include source code, patents, trade secrets, and embedded documentation, and it often involves royalty sharing and improvement rights. Use a software license for product distribution; use a technology transfer agreement when the underlying technical architecture and IP is itself the subject of the deal.",{"vs":240,"vs_template_id":241,"summary":457},"An NDA protects confidential information during evaluation and negotiation but does not grant any rights to use or commercialize the technology. A technology transfer agreement both grants the rights and includes confidentiality obligations. An NDA is typically signed first, before technical details are disclosed; the technology transfer agreement follows once terms are agreed and formalizes the commercial relationship.",{"vs":233,"vs_template_id":459,"summary":460},"D{JOINT_DEVELOPMENT_AGREEMENT_ID}","A joint development agreement governs the collaborative creation of new technology between two parties, allocating ownership of outputs and background IP each party brings in. A technology transfer agreement deals with existing technology that one party already owns and is transferring or licensing to the other. If the parties plan to build something new together, use a joint development agreement; if one party is licensing what it already has, use a technology transfer agreement.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Domestic non-exclusive licenses of low-risk technology with straightforward royalty structures and no export control implications","Free","1–2 hours",{"best_for":467,"cost":468,"time":469},"Exclusive licenses, patent-heavy transfers, cross-border deals, university spin-outs, or transactions with milestone payments above $50,000","$600–$1,500 (IP attorney review, 2–4 hours)","3–7 days",{"best_for":471,"cost":472,"time":473},"Complex pharmaceutical or biotech licenses, ITAR/EAR-controlled technology transfers, multi-patent portfolios, or transactions with total royalty value above $1 million","$3,000–$15,000+","2–6 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","US patent assignments and exclusive licenses must be in writing under 35 U.S.C. § 261 to be enforceable against third parties. Technology originating from federally funded research is subject to the Bayh-Dole Act, which requires preferential licensing to US manufacturers and government march-in rights. Export-controlled technology must comply with EAR (15 C.F.R. Parts 730–774) and ITAR (22 C.F.R. Parts 120–130) before any transfer to a foreign national or entity, even within the US.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Canadian patent assignments and exclusive licenses must be in writing and registered with the Canadian Intellectual Property Office (CIPO) to be effective against subsequent transferees. Quebec-based parties must ensure the agreement is available in French for provincially regulated entities. Canada's Export and Import Permits Act (EIPA) and the Controlled Goods Program govern transfers of dual-use and defense-related technology to foreign parties.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","Under the UK Patents Act 1977, patent assignments must be in writing and signed by or on behalf of the assignor to be valid. Exclusive licensees in the UK have standing to bring infringement proceedings in their own name, which is a meaningful commercial consideration when negotiating exclusivity. Post-Brexit, the UK operates its own export licensing regime under the Export Control Order 2008, separate from EU dual-use controls.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","Technology transfer agreements within the EU may benefit from the Technology Transfer Block Exemption Regulation (TTBER, Regulation 316/2014), which provides a safe harbor from EU competition law for licensing between non-competing parties with combined market share below 20% or competing parties below 20% each. GDPR applies where the technology involves personal data processing. EU dual-use export controls (Regulation 2021/821) require authorization for transfers of listed technologies to non-EU countries.",[496,237,241,497,249,498,499,500,501,502,503,504],"intellectual-property-assignment-D5229","joint-venture-agreement-D889","trademark-license-and-royalty-agreement-D970","collaboration-agreement-D13222","research-agreement-D13235","confidentiality-agreement-D950","distribution-agreement-D13257","memorandum-of-understanding-D12548","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":93,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":516},"intellectual-property-and-licensing","agreement","general","all-stages",[512,508,513,514,515],"intellectual-property","technology-transfer","licensing","royalties",0.95,"\u003Ch2>What is a Technology Transfer Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Technology Transfer Agreement\u003C/strong> is a legally binding contract through which the owner of a technology — including patents, proprietary software, trade secrets, or technical know-how — grants defined rights to another party to use, develop, or commercialize that technology. The agreement can take the form of a license (where the original owner retains title) or an assignment (where ownership itself passes permanently to the other party). It specifies the scope of rights granted, the territory and field of use, royalty or payment terms, sublicensing permissions, and the obligations each party bears to protect confidential technical information. Technology transfer agreements are the commercial backbone of university spin-outs, pharma licensing deals, software OEM relationships, and cross-border manufacturing joint ventures.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written technology transfer agreement, valuable IP can change hands with no enforceable record of who owns what, who owes royalties to whom, or what happens when the relationship ends. A verbal understanding falls apart the moment a key employee leaves, a company is acquired, or a royalty dispute arises — and courts will not supply missing terms in complex IP transactions. The cost of an undocumented transfer is severe: an undocumented transferee may be unable to enforce the patents it believed it owned; an undocumented transferor may lose all control over how its technology is sublicensed or modified. For any technology with real commercial value, a properly executed agreement protects both sides — confirming the transferor's right to receive royalties, the transferee's right to operate without infringement claims, and both parties' rights over improvements made after signing.\u003C/p>\n",1778773600863]