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What is a license agreement? A license agreement is a legally binding contract between a licensor and a licensee that specifies the details of a licensing arrangement, such as the length of the licensing period, any royalty payments involved and other relevant information. For use of [DESCRIPTION OF WHAT IS BEING LICENSED] This License Agreement (this “Agreement” of this “License Agreement”) is made and effective as of [DATE] (the “Commencement Date”) by and between: [LICENSOR.Company], a company organized and existing in [LICENSOR.Country], with a registered address at [LICENSOR.Address] (“Licensor”) and [LICENSEE.Company], a company organized and existing in [LICENSEE.Country], with a registered address at [LICENSEE.Address] (“Licensee”). Wishes to obtain a license to use [DESCRIPTION OF PRODUCT] (hereinafter, the “Asset”), and PandaTip: The description of the thing you are licensing should be a descriptive as possible, and should include all aspects of what the Licensee will have license rights to use. Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows: 1. DEFINITIONS 1.1 “Agreement” means this License Agreement including the attached Schedule. 1.2 “Confidential Information” means information that: a.
Is by its nature confidential; b. Is designated in writing by Licensor as confidential; c. The Licensee knows or reasonably ought to know is confidential; d. Information comprised in or relating to any Intellectual Property Rights of Licensor; 1.3 “Asset” means the Asset provided by Licensor as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.
1.4 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5. 1.5 “Party” means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule. 1.6 “Term” means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.
LICENSE GRANT 2.1 Licensor grants to the Licensee a non-exclusive, non-transferable license for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement. CHARGES 3.1 In consideration of the Licensor providing the license under clause 2 of this License Agreement, the Licensee agrees to pay Licensor the amount of the License Charge as specified in Item 9 of the Schedule. LICENSEE’S OBLIGATIONS 4.1 The Licensee cannot use the Asset, for purposes other than as specified in this Agreement and in Item 8 of the Schedule. PandaTip: The “purpose” (or “permitted use”) is a very important part of any license since it bounds the Licensee to specific use. Any other use will require separate negotiation of a separate license fee. 4.2 The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.