An exclusive license agreement is a legal document that outlines the terms and conditions for an individual or company to use a particular product, service, or intellectual property. This type of agreement grants the licensee exclusive rights to the product or service, preventing other parties from using or selling it. In this article, we’ll provide an exclusive license agreement example to help you understand its key components and how it can protect your business interests.
Exclusive License Agreement Example:
This agreement (“Agreement”) is made and entered into as of [Date] by and between [Licenser Name] (“Licenser”) and [Licensee Name] (“Licensee”).
1. Grant of License: Licenser grants to Licensee an exclusive, non-transferable license to use and sell the product or service described in Exhibit A attached hereto (the “Product”) in the territory specified in Exhibit A during the term of this Agreement.
2. Ownership and Intellectual Property: Licenser retains all ownership rights and intellectual property rights in and to the Product. Licensee agrees to not reverse engineer, decompile, or disassemble the Product and to use it only in accordance with the terms of this Agreement.
3. Payment and Royalties: Licensee shall pay to Licenser a royalty fee of [Percentage] of the net sales price for each Product sold during the term of this Agreement. Licensee shall submit quarterly reports to Licenser stating the number of Products sold and the amount of royalties due.
4. Termination: Either party may terminate this Agreement upon [Number] days’ prior written notice to the other party. Upon termination, Licensee shall immediately cease using and selling the Product and shall return all materials and confidential information provided by Licenser.
5. Confidentiality: Licensee agrees to keep confidential all information received from Licenser relating to the Product, including but not limited to technical and marketing information. Licensee shall not disclose such information to any third party without the prior written consent of Licenser.
6. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [State] without giving effect to any choice or conflict of law provision or rule.
7. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations, agreements, and understandings of any kind.
In conclusion, an exclusive license agreement is an important legal document that protects the interests of both the licensor and licensee. By providing a clear and concise description of the terms and conditions for the use and sale of a product or service, an exclusive license agreement can help prevent disputes and misunderstandings between the parties involved. If you are considering entering into an exclusive license agreement, consult with an experienced attorney to ensure that your interests are protected.