Licensee agrees to pay a License fee to Licensor, from [DATE], and after that date, during the term of this Agreement, for devices incorporating and containing the above inventions manufactured, sold and exhibited by Licensee; and these royalties are calculated as follows: An amount based on a sliding scale that decreases with the increase in the licensee`s sales volume during a fiscal year in accordance with the following schedule: [SPECIFY]. Your agreement may require a license restriction section that addresses the domain, territory, rights of the previous licensee, and commercial rights retained by licensor. A lawyer can help you ensure that all of these restrictions are properly described in your license agreement. This Agreement is binding and applies to Licensor`s successors and assigns and may be transferable and binding on Licensee`s successors and assigns. Issues that deal with the natural flow of the license should also be taken into account. For example, what happens to the know-how (if available) after all patents expire? What are the confidentiality obligations after expiration? A non-exclusive license generally allows the licensee to practice the invention or authorize others to do so on behalf of the licensee. As a general rule, it is not transferable by assignment to another party. As a general rule, the non-exclusive licensee does not have the right to bring an action for infringement, whereas if the licensee is granted an exclusive licence, this would generally be permitted, as provided for in the agreement. If, in a dispute concerning one of the letters patent, under which the exclusive right and licence were granted, a violation of that right and licence is alleged, one of the letters patent must be declared invalid by the court or interpreted by the court as not covering a defendant`s apparatus, in particular with respect to [SPECIFY], the royalty agreed under this Agreement will be waived, and licensee will be promptly released from all obligations under this Agreement. It is recommended to use basic information in a contract, because shortly after the conclusion of the agreement and the signing of the agreement, the memories of the negotiators fade and a short series of statements about the context of the agreement can become invaluable in case the contract should be interpreted by a court or arbitrator.
Since patent licensing agreements can be complicated and you want to make sure that all issues are adequately covered, you should contact a lawyer to guide you in this delicate area of intellectual property law. Those entering into a licensing agreement should consult a lawyer as there are complexities that are difficult to grasp for those who do not have a thorough understanding of intellectual property law. If a confidentiality or non-disclosure agreement has been entered into by the parties and remains in effect for the duration of the license agreement, nothing else is required. If this has not been done, a section dealing with confidentiality conditions may be included in the license agreement. If the previously agreed confidentiality agreement is weak, now it is time to strengthen it and ensure that these terms take precedence over previous agreements in the license agreement! Your consent may require a section with the reservation of rights. This section is particularly important if Licensor is a non-profit organization and must ensure that certain rights to use intellectual property are reserved for academic, non-profit research or humanitarian purposes in developing countries or under the provisions of the Bayh-Dole Act (in the United States). Forgetting to include the required reservation of rights in a license could invalidate the license and/or lead to a costly legal battle to determine which rights actually belong to the licensor. In the context of exclusive licensees, another issue to be considered by the licensor is whether or not it wishes to exercise the intellectual property rights for which it intends to grant an exclusive licence, since the reservation to the licensor of the right to exercise the intellectual property rights in question cannot render the licence exclusive. Discussing this decision with a lawyer can help you determine the appropriate course of action for your business.
Having all the relevant information about the parties in one place, such as. B their legal names, contact details of the party to the negotiation and legal addresses, saves time when the final agreement is in writing. License agreements describe the terms under which one party may use another party`s property. While the properties in question may include a variety of elements, including real estate and personal effects, licensing agreements are most often used for intellectual property such as patents and trademarks, as well as copyrights for written materials and visual arts. Harvard offers certain materials (usually biological research material) for commercial purposes on a non-exclusive basis. Some materials, such as mice. B, are usually offered on a lump sum basis or with fixed annual payments. others, such as hybridoma cell lines, also include royalty-based payments. Standard contracts for both types of hardware licenses are listed below. .