This License Agreement ("Agreement") is made effective as of _____________ (Date), by and between _________________________ (“Manufacturer”) and __________________, owner of the license (“Licensor”).
Manufacturer wishes to sell and/or Licensor’s property as a component or in its entirety and Licensor wants Manufacturer to do so. Both parties are familiar with the business of the other and therefore enter into this Agreement.
Therefore, the parties agree as follows:
1. Grant of License.
Licensor grants Manufacturer a license to use Licensor’s product or products subject to the limitations specified as follows with regards to territory and other matters: ______________________________________________________________. The subject of this license is described in Exhibit A and the best likeness or sample available is also attached to that Exhibit.
The manufacturer retains the right, with or without cause, to drop the product or products at any time without having any recourse to recover any monies already paid to Licensor but with no more responsibility to pay the Licensor any more money other than as strictly due under the last quarter sales made of the product or products in question. This inalienable right to give up is an integral part of the Manufacturer’s motivation to enter into this Agreement and therefore expects any Court of competent jurisdiction to honor this right as the full and complete intent of the parties.
If the Manufacturer stops selling the product or products as indicated by the Manufacturer in writing to the Licensor, and exerts its rights under this clause in writing to the Licensor, all rights revert to the Licensor as long as the Licensor takes no further legal or collection action against the Manufacturer. This clause is intentionally in favor of the Manufacturer in order to induce them to enter into this Agreement and undertake their responsibilities under this Agreement.
2. Payment of Royalty.
Manufacturer will pay Licensor a royalty, which shall be calculated as follows: ______________________________________________________________________.
Payment shall be due 15 Days after the end of each quarter. A written royalty report shall accompany each payment.
If Manufacturer fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Licensor shall have the option to cancel this Agreement by providing 30 days written notice to Manufacturer and permitting them another 30 Days to cure. Manufacturer shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
4. Assignment of Rights.
Either party may assign their rights to this Agreement to any other party. This assignment will not relieve the assigning party of their responsibilities under this Agreement. The assigning party should, as a courtesy, notify the other party of the assignment. This responsibility remains a “courtesy only” because the assignor remains fully and completely responsible for all their duties prior to assignment.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.
If to the Manufacturer: ____________________________________________________.
If to the Licensor: ___________________________________________________.
6. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
7. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
8. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.
9. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.
First Party Second Party
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