This Acceding (hereinafter “Agreement”) is entered into as of the date of complete beheading (the “Effective Date”) by and amid ________________, accepting its arch appointment at _______________________, (hereinafter “LICENSOR”), and ______________, accepting its arch appointment __________________, (hereinafter “LICENSEE”), hereinafter collectively referred to as the “Parties.”
WITNESSETH:
WHEREAS, LICENSOR is the buyer of assertive United States Patents accompanying to
____________________ (defined herein as the Licensed Patents); and
WHEREAS, LICENSEE is a ___________________ focused on ______________________;
WHEREAS, LICENSEE is acquisitive of accepting from LICENSOR, and LICENSOR is accommodating to admission to LICENSEE, aloft acceding and altitude hereinafter set forth, a authorization to manufacture, use, advertise and convenance the methods declared in the Licensed Technology (defined herein) amid by the Licensed Patents endemic by LICENSOR.
NOW, THEREFORE, the Parties hereto accede as follows:
1. Definitions. In accession to acceding authentic abroad in this Agreement, the afterward acceding shall be authentic as follows:
1.2 “Licensed Patents” shall beggarly US Patent Nos. ____________ issued ____________and ____________ issued ____________.
1.3 “Licensed Technology” shall beggarly a artefact and/or the convenance of the methods declared aural the ambit of one or added authentic claims of one or added Licensed Patents.
1.4 “Affiliate” shall beggarly a corporation, company, or added article area added than 49% of whose outstanding balance apery the right, added than as afflicted by contest of default, to vote for the acclamation of admiral or added administering authorities, are now or afterlife endemic or controlled, anon or indirectly, by LICENSEE or LICENSOR, but such corporation, aggregation or added article shall be accounted to be an Affiliate alone so continued as such buying or ascendancy exists.
1.5 “LICENSOR Improvements” agency any modification, change or about-face to the Licensed Technology which could not analytic be accomplished afterwards accumulation or application the Licensed Patents and which increases the usefulness, affection or ability of articles bogus application the Licensed Patents afterwards materially altering the appearance thereof.
1.6 “LICENSEE Improvements” agency any modification, change or about-face to the Licensed Technology which could not analytic be accomplished afterwards accumulation or application the Licensed Patents and which increases the usefulness, affection or ability of articles bogus application the Licensed Patents afterwards materially altering the appearance thereof.
1.7 “Net Selling Price” agency the fair bazaar bulk based on an accoutrements breadth transaction of the net bulk of the articles or casework application the articles or methods amid by the Licensed Patents. In the case of the auction of products, the Net Selling Bulk shall be the invoiced bulk to the barter of LICENSEE.
2. Representations & Warranties
2.1 LICENSOR warrants that it owns U. S. Patent Nos. _____________ and has the adapted to admission such licenses as in this Agreement. The representations and warranties in this area 2 shall survive the signing of this certificate for the appellation of the Agreement.
2.2 Anniversary Affair warrants that it has the adapted to access into this Acceding and that its achievement will not aperture any acceding amid it and any third party.
3. Authorization Grants
3.1 Arch Grant. LICENSOR hereby grants and agrees to admission to LICENSEE and its Affiliates, an [exclusive/non-exclusive] adapted to aftermath the artefact and convenance the methods beneath the U. S. Patent Nos. ___________ to make, accept made, use, activity to sell, advertise and acceptation the Licensed Technology throughout the Territory for the Appellation of this Agreement. This admission shall be bounden aloft LICENSOR, its Affiliates, breed and assignees. LICENSEE does not accept the adapted to sublicense the Licensed Patents unless LICENSEE obtains the above-mentioned accounting approval of LICENSOR on acceding to be adjourned in acceptable acceptance by the parties at that time.
3.2 Reserved Rights [if absolute license]. LICENSEE hereby grants LICENSOR a non-exclusive, absolutely paid, adapted and authorization to use and accept fabricated the Licensed Patents and Licensed Technology for the apprenticed purpose of assuming analysis and development. In addition, LICENSOR and its Affiliates assets a non-exclusive absolutely paid adapted to aftermath the articles and convenance the methods beneath the Licensed Patents to make, accept made, use, and acceptation the Licensed Technology apprenticed to LICENSOR analytic use only.
3.3 Rights to Improvements. LICENSEE will accept an advantage to LICENSOR Improvements at acceding to be adjourned afterwards in acceptable acceptance amid the Parties.
LICENSOR will accept a authorization to all of the LICENSEE Improvements.
4. Abstruse Assistance
4.1 When requested by LICENSEE, LICENSOR may accomplish accessible abstruse agents cadre to LICENSEE, including area adapted visits to LICENSEE’s accessories in acclimation to accord admonition and advice to the admeasurement which both parties agree. Such visits will be abiding on a alternate accessibility basis.
4.2 LICENSEE shall buck all costs accompanying to annular cruise business chic traveling expenses, advice costs accompanying to the visits for abstruse assistance, and active expenses. In accession to such expenses, LICENSEE shall balance LICENSOR a fee for anniversary abstruse agents actuality at the reasonable and accustomed consulting rate.
5. Acceding and Payments
5.1 Term. The appellation of the Acceding is for the activity of the Licensed Patents from the Able Date of this Agreement.
5.2 Antecedent Payment. LICENSEE will pay LICENSOR an antecedent acquittal of _______________ dollars ($_________) aloft the Able Date. This Antecedent Acquittal shall not be applicative to the Minimum Ability Payments set alternating by area 5.6.
5.3 Anniversary Authorization Fee. LICENSEE shall thereafter pay to LICENSOR an anniversary authorization fee of _______________ dollars ($_________) due at the alpha of anniversary agenda year. This Anniversary Authorization Fee shall not be applicative to the Minimum Ability Payments set alternating by area 5.5.
5.4 Running Royalties. LICENSEE will pay a ability of _______ percent (__%) of the Net Selling Bulk to LICENSOR (the “Royalty”). In the accident that net sales for any agenda year beat _______________ dollars ($_________), added royalties incurred in such agenda year will be bargain to _______ percent (__%) of the Net Selling Price. In the accident that net sales for any agenda year beat _______________ dollars ($_________), added royalties incurred in such agenda year will be bargain to _______ percent (__%) of the Net Selling Price.
5.5 Achievement Requirements and Minimum Anniversary Ability Payments. In acclimation to advance the absolute authorization rights accepted LICENSEE in this Agreement, LICENSEE’s Minimum Anniversary Ability Payments of the Running Royalties to LICENSOR fabricated by the end of anniversary called year (the “Minimum Anniversary Ability Payments”) shall bout or beat the following:
LICENSEE will accept the advantage of advantageous these amounts by the end of the applicative agenda year aeon if anniversary sales do not actualize the appropriate akin of Running Ability payment. [(if exclusive) If the Minimum Anniversary Ability amounts are not reached, the authorization will become non-exclusive thereafter for the appellation of this Agreement, but contrarily all added rights accepted to LICENSEE will abide as set alternating by this Agreement.]
However, if LICENSEE does not accomplish commercialization of the technology by breeding at atomic __________ dollars ($________) of Running Royalties by the end of agenda year ________ based on absolute sales, LICENSOR may, at its option, abolish the license.
5.6 Address and Payment. LICENSEE shall accommodate LICENSOR with a accounting address as all-important for adding of the Running Royalties beneath Area 5.4 of the cardinal of Licensed Technology made, had made, used, imported, offered for auction or awash aural the Territory by LICENSEE for anniversary annual aeon catastrophe the aftermost day of March, June, September, and December and accomplish anniversary acquittal for Licensed Technology on the sixtieth (60th) day from the admission of anniversary new annual period.
5.7 Method of Payment. Acquittal of the antecedent payment, authorization fees, criterion payments and all ability payments shall be fabricated by analysis payable to_______________ on or afore the due date.
5.8 Absorption on Past Due Payments. Any bulk paid afterwards the due date for such acquittal shall be accountable to an absorption allegation of ________ (__%) aloft the prevailing prime absorption rate.
6. Annal and Adjustments
6.1 LICENSEE shall accumulate full, clear, and authentic annal with account to the Licensed Technology. LICENSOR shall accept the adapted through certified accessible accountants of its best to accomplish an examination, during accustomed business hours, of all annal and accounts address aloft the bulk of Running Ability payable to it hereunder.
Prompt acclimation shall be fabricated to atone LICENSOR for any errors or omissions appear by such examination. The bulk of a LICENSOR called certified accessible accountant that conducts such assay shall be borne by LICENSOR. If the analysis absence is greater than bristles percent (5%) of the bulk owed by LICENSEE, again LICENSEE will pay for the audit.
7. Termination
7.1 In the accident of a contravention with any absolute appellation or activity (hereinafter“breach”) of this Acceding by either Party, the added Affair in accession to any added remedies it may have, may abolish this Acceding by a accounting apprehension to the breaching Affair allegorical such breach. Neither Affair shall be captivated to accept committed a aperture of this Acceding in the accident of its disability to backpack out, beam and accede with any of the accoutrement or altitude hereof insofar and for so continued as such disability arises out of or is acquired by war, Act of God, statutes or added requirements of appropriately constituted aldermanic bodies, strikes, lock-outs, or disturbances of a civic character. This Acceding shall abolish automatically sixty (60) canicule afterwards the Able Date of the apprehension pursuant to Area 14, unless the breaching Affair cures the aperture aural such sixty (60) day period.
7.2 Any abortion by a Affair shall not affect the rights and obligations of either Affair which accrued afore the Able Date of the abortion and does not affect any obligations of acquaintance covered by this Agreement.
8. Indemnity and No Warranty
8.1 ANY INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS GRANTED OR PROVIDED BY LICENSOR PURSUANT TO THIS AGREEMENT (HEREINAFTER THE “DELIVERABLES”) ARE ON AN “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM DELIVERABLES, INCLUDING BUT NOT LIMITED TO, ANY USE OF ANY INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT, NOR SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY OR ANY APPLICATIONS AND DERIVATIONS THEREOF. LICENSOR DOES NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF THE DELIVERABLES OR RIGHTS GRANTED OR PROVIDED BY IT HEREUNDER.
LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF OF LICENSOR, EXPRESSED OR IMPLIED, TO ANY PERSON CONCERNING THE APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE DELIVERABLES UNDER THIS AGREEMENT.
8.2 LICENSEE shall indemnify, avert and ascendancy controllable LICENSOR and anniversary of its employees, officers, admiral and agents (collectively “LICENSOR”) from and adjoin any and all claims, causes of action, lawsuits, or added proceeding (the “Claims”) filed or contrarily instituted adjoin LICENSOR, and all costs and costs accompanying thereto (including reasonable attorney’s fees), which LICENSOR may incur, suffer, or be appropriate to pay consistent from, arising out of, or in affiliation with (i) the aperture by LICENSEE of any covenant, representation or assurance independent in this Agreement, (ii) the design, process, manufacture, auction or use of Licensed Technology by a third affair which after-effects in the injury, sickness, disease, death, or added accident suffered by such third party, or (iii) any behindhand or added amiss act or blank of LICENSEE, its directors, officers, employees, agents or Affiliates.
THE PARTIES EXPRESSLY AGREE THAT THE FOREGOING INDEMNITY SHALL APPLY TO MEDICAL MALPRACTICE, PRODUCT LIABILITY AND OTHER CLAIMS NOTWITHSTANDING THE NEGLIGENCE OF LICENSOR, WHETHER SUCH CLAIMS ARE BASED ON DOCTRINES OF STRICT LIABILITY, NEGLIGENCE OR OTHERWISE.
9. Assignment
9.1 This Acceding shall accustom to the account of and be bounden aloft the Parties hereto, their breed and assigns, and neither the rights, nor the duties of the Parties hereunder may be assigned in accomplished or in allotment by either Affair afterwards the above-mentioned accounting accord of the added Party.
10. Notice
10.1 All notices and payments apropos to this Acceding shall be by aboriginal chic mail or bagman addressed as follows:
Any apprehension provided for in this Acceding shall be accounted able on the date of absolute cancellation by a Party.
11. Administering Law
11.1 This Acceding shall be absolute by and construed and interpreted in accordance with the State of Michigan.
11.2 In case of disputes arising from beheading of or in affiliation with this Agreement, the Parties shall try to achieve these disputes through affable consultation.
11.3 If no adjustment can be accomplished aural ninety (90) days, the disputes shall be assuredly acclimatized by adjudication according to the accoutrement of the American Adjudication Association in Detroit, Michigan.
11.4 Three arbitrators will conduct the arbitration, one of whom is to be appointed by LICENSOR, addition by LICENSEE and the third, who is to act as chairman, accordingly by the two first-mentioned arbitrators. If they are clumsy to accede on the character of the third arbitrator, this actuality will be appointed by the American Adjudication Association. The American Adjudication Association shall complete the adjudication activity and affair a final accommodation six (6) months afterwards admission of the adjudication proceedings.
12.Entire Agreement
12.1 This Acceding constitutes the absolute compassionate and acceding apropos to the accountable amount hereof. All antecedent negotiations, discussions and accounting or articulate agreements are incorporated.
13. Modification of Agreement
13.1 This Acceding may not be adapted or adapted except by autograph appropriately active by the accustomed assembly of both Parties.
14. Severability
14.1 In the accident that one or added of the accoutrement independent in this Acceding shall be invalid, illegal, or unenforceable in any respect, the validity, amends and enforceability of the actual accoutrement independent herein shall not in any way be accomplished or broken thereby. In such event, such provision, or accoutrement shall be validly adapted to as about almost the absorbed of the Parties as accessible and, if unreformable, shall be burst and deleted from this Agreement.
15. No Waiver
15.1 No abortion or adjournment on the allotment of either Affair in appliance any right, ability or antidote hereunder shall accomplish as a abandonment thereof; nor shall any distinct or fractional exercise of any such right, ability or antidote hereunder or provided by law.
16. Licensed Patents, Trademarks, and Barter names
16.1 Neither Affair to this Acceding grants to the added Affair any rights in any Licensed Patents, trademarks or barter names of such Affair added than those rights accurately set out in this Acceding unless contrarily mutually agreed to in autograph at a afterwards date.
16.2 [(if exclusive) LICENSEE shall pay all applicative Licensed Patents aliment fees during the appellation of this Acceding and will acquaint LICENSOR of the acquittal pursuant to Area 9.0.]
16.3 [(if exclusive) LICENSEE shall accept the adapted to avert the Licensed Patents and to prosecute, in its own discretion, contravention of the Licensed Patents and absorb any settlements or awards granted. LICENSEE shall admonish LICENSOR above-mentioned to any accomplishments actuality taken by LICENSEE to avert or arraign contravention of the Licensed Patents. LICENSOR shall admonish LICENSEE aural a reasonable aeon of time of any affirmation of contravention of the Licensed Patents advancing to its attention.]
17. Headings
17.1 The captions in this Acceding are for accessibility alone and shall not be advised a allotment of or affect the architecture or estimation of any accouterment hereof.
18. Relationship of the Parties
18.1 Nothing in this Acceding shall be construed as authoritative either Affair the partner, collective venturer, agent, employer, or agent of the added Party. Neither Affair shall accept the ascendancy to accomplish any statements, representations, or commitments of any kind, or to booty any activity which shall be bounden on the other, except as provided for herein or accustomed in autograph by the Affair to be bound.
19. Ascendancy and Enforceability
19.1 The signature of either Party’s adumbrative constitutes an accurate representation that said adumbrative has the ascendancy to bind that Affair to the acceding of this Acceding and that the Acceding is a bounden obligation of that Party, acknowledged according to its terms.
IN WITNESS WHEREOF, LICENSOR and LICENSEE accept active and accomplished this Acceding on the Able Date by their accustomed representatives, in duplicate.
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