Intellectual Property Licensing Agreement Sample
The bargaining power of both parties to a licensing agreement often depends on the type of product. For example, a film studio that licenses the likeness of a popular superhero to an action figure creator could have significant bargaining power in this negotiation, as the manufacturer is likely to benefit enormously from such an agreement. The film studio therefore has the leverage to take its business elsewhere if the manufacturer is cold on its feet. If you own a patent on a useful technology, if you have a copyright in a popular photo, if you have filed a special image, or if you own another invention or creative work that you want to make money with, you will need a license agreement. This Agreement allows you to set the terms of everything related to that particular IP and to protect your proprietary rights, including how Licensee may use the IP, who may sublicense the IP, the price of the license for the IP, and the length of time Licensee may use the IP. Last but not least, the parties can agree on how the licensee will compensate the licensor in exchange for permission to use the property by paying royalties. Royalties can be calculated in a variety of ways, including a one-time lump sum, a certain dollar amount paid for each unit of an article containing the licensed work sold by the licensee, or a percentage of the total net sales of items made with the licensed work sold by the licensee. The parties may also indicate when the royalties will be paid and what type of documentation the licensee must provide to the licensor when explaining how the amount of the royalties was calculated. A license agreement is a document used by the owner of a certain form of intellectual property – such as a logo, photo or song – to give permission to another person to use that property. The Agreement defines how Licensor (the party that owns the property) grants Licensee (the party using Licensor`s property) the license to use its property. This type of agreement is used in situations where the creator of the intellectual property agrees that someone else will use their property, but ultimately wants to retain their rights to the property and be compensated in exchange for the license.
This is different from an intellectual property release, where the owner of the property assigns all of their rights to the work and does not receive continuous compensation, known as royalties, in exchange for granting permission. 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. 5.2 No later than sixty (60) days after June 30 of each calendar year, LICENSEE shall submit to HARVARD a written annual progress report describing the progress of research and development, regulatory approvals, manufacturing, sublicense, commercialization and distribution during the last twelve-month period (12) to June 30 and plans for the coming year. If more than one technology is covered by the license granted hereunder, the progress report will include the above information for each technology. If progress deviates from the progress provided for in the plan referred to in paragraph 5.1, the LICENSEE shall explain the reasons for the deviation and propose an amended research and development plan for review and approval by HARVARD. Licensee shall also provide any reasonable additional data required by HARVARD to evaluate licensee`s performance. Harvard also offers option agreements for companies considering licensing a Harvard technology. An option agreement allows a company to “retain” a technology for a short period of time, during which it can further assess its potential or raise funds for product development without committing or committing Harvard to meet the obligations arising from a licensing agreement. Options typically last from six months to a year and typically require both an initial fee and a refund of the patent process for the duration of the option. The following standard license agreement contains an agreement between licensor Valerie J Toups and licensee Matthew K Jordan. Valerie J Toups agrees to allow Matthew K Jordan to use the Licensed Intellectual Property in accordance with the terms and conditions set forth. A license for Harvard`s own patent rights is subject to conditions similar to those set forth in the form agreements in the links below.
Some terms may be modified to reflect unique aspects of each situation. In particular, financial conditions are determined based on the technology to be licensed, the licensee`s business model and market standards in the industry in which the licensee operates. Access to Harvard`s innovations should be as easy as possible. Our licensing agreements are fair and appropriate, and OTD`s experienced staff will work with you to help you achieve your business goals. To give you an idea of how these licenses take shape, we are happy to provide you with a number of examples of agreements illustrated here. If you have any questions about these samples, please contact us. 6. Licensor hereby acknowledges that it owns all legal rights, title and interest in and to certain intellectual property rights with respect to the formulation **** and other formulations that will be identified in the future and licensed under this Agreement, including expertise in substance compositions and methods of using compositions of such formulations and other formulations to prevent, Diagnosis and treatment of certain human diseases and health problems and the Licensor further acknowledges that it holds all legal rights, title and interest in certain personal property rights in the material embodiments of such compositions and formulations and other formulations. An example of a restaurant license agreement would be if a McDonald`s franchisee has a licensing agreement with McDonald`s Corporation that allows them to use the company`s branding and marketing materials.
And toy manufacturers regularly sign licensing agreements with movie studios, giving them legal authority to produce figurines based on the popular similarities of movie characters. (ii) carries out research, development, manufacturing, marketing or sub-licensing activities likely to reach Article 3. 2 (d) (i). For examples of confidentiality agreements, material transfer agreements or research cooperation agreements, please visit our Examples of Agreements page. 11. Licensors and *** agree that this Agreement will be effective under the laws of the State of California and that no other promises or written agreements will be permitted to modify the terms of this Agreement, except and only to the extent that such changes are due to subsequent written changes agreed upon and signed by Licensor and ***. In the event of any dispute arising out of this Agreement, the parties agree to meet in good faith to resolve the dispute. If these efforts are unsuccessful, the parties must submit the dispute to non-binding mediation before a *** neutral mediator prior to a dispute. The parties agree on the jurisdiction of the State and the Federal District *** in the event of prosecution. 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. The parties must describe the work to be licensed in as much detail as possible, including information on the quality of the work provided by the licensor to the licensee for use by the licensee. For example, the agreement may provide that licensed digital images are made available to the licensee in a certain format, size or dpi. The parties may then include information as to whether the license is exclusive (Licensor does not license other third parties to use the Property in the same way) or non-exclusive (Licensor may grant similar licenses to other third parties), the geographic area in which Licensee may use the Property, and whether Licensee is authorized to change ownership, to create a so-called derivative work. 10.4 The LICENSEE may not distribute or disclose the BIOLOGICAL MATERIAL to any third party, except to further the purposes of this Agreement. .
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