Free Cross License Agreement Creator - Create Online

CROSS-LICENSE AGREEMENT

1. PARTIES

This Cross-License Agreement ("Agreement") is made and entered into as of the ___ day of _______, 20__ ("Effective Date") by and between ACME Corporation, a Delaware corporation, having a principal place of business at [address] ("ACME") and Homenick LLC, a Delaware limited liability company, having a principal place of business at [address] ("Homenick"). ACME and Homenick may be individually referred to as a "Party" and collectively as the "Parties."

2. DEFINITIONS

2.1. Intellectual Property Rights ("IPR")

Shall mean any and all rights in and to patents, inventions, trademarks, copyrights, trade secrets, know-how, and other intellectual property.

2.2. Licensed Product

Shall mean any product or service that practices or implements any invention or method covered by the Licensed IPR.

3. SCOPE OF LICENSE

3.1. License Grant

Subject to the terms and conditions of this Agreement, each Party ("Licensor") hereby grants to the other Party ("Licensee"), under Licensor’s IPR, a non-exclusive, royalty-bearing, worldwide license to make, have made, use, sell, offer for sale, import, and sublicense Licensed Products.

3.2. Limitation of Rights

Licenses granted under this Agreement shall be limited to IPR owned or controlled by Licensor as of the Effective Date and shall not extend to any IPR subsequently acquired or developed by either Party unless otherwise agreed upon in writing.

3.3. No Implied Licenses

Except as expressly set forth in this Agreement, no other licenses, rights, or grants between the Parties, whether implied, estoppel or otherwise, are granted herein.

4. ROYALTIES

4.1. Royalty Payments

Licensee shall pay Licensor a royalty of ___% of the net sales revenue of any Licensed Product sold or sublicensed by Licensee or its sublicensees. Royalties shall be paid in U.S. dollars and are due within thirty (30) days following the end of each calendar quarter.

4.2. Royalty Reports

Licensee shall provide Licensor with a quarterly written report detailing thequantity, description, and net sales revenue of Licensed Products sold or sublicensed during the preceding calendar quarter ("Royalty Report") along with any required royalty payments. The Royalty Report shall be deemed confidential information of Licensee.

4.3. Audit Rights

Licensor shall have the right, no more than once per calendar year and upon reasonable advance written notice, to audit Licensee's records related to the calculation and payment of royalties under this Agreement. Any audit shall be performed at Licensor's expense, unless the audit reveals a royalty underpayment of more than 5% for any quarter, in which case Licensee shall bear all costs of the audit.

5. USAGE RESTRICTIONS

5.1. Prohibited Uses

Licensee shall not sublicense, transfer, or otherwise authorize any third party to use the Licensed IPR for any purpose that: (a) violates any applicable law or regulation; (b) infringes or misappropriates the intellectual property rights of any third party; (c) promotes discrimination, violence, or any illegal activity; or (d) is otherwise not permitted by the terms of this Agreement.

5.2. Quality Control

Licensor shall have the right, upon reasonable written notice, to inspect and review any Licensed Product to ensure that it complies with any applicable quality standards and is being made, used, sold, or sublicensed in accordance with the terms of this Agreement.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence on the Effective Date and continue for a period of ____ years, unless terminated earlier pursuant to Section 6.2 (“Term”).

6.2. Termination for Material Breach

Either Party may terminate this Agreement, in whole or in part, by giving written notice to the other Party, if the other Party is in material breach of a material term or condition of this Agreement and such breach remains uncured for a period of thirty (30) days after receipt of written notice thereof.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Delaware, without regard to any conflicts of law principles.

7.2. Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If such negotiations do not resolve the dispute, either Party may commence arbitration proceedings in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Delaware and the arbitrator's decision shall be final, non-appealable, and binding on the Parties.

8. MISCELLANEOUS

8.1. Amendments and Waivers

No amendment, modification, or waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay in exercising any right or remedy hereunder shall operate as a waiver thereof.

8.2. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, whether written or oral, relating to the subject matter hereof.

8.3. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

ACME CORPORATION

By: ________________________

Name: ______________________

Title: _____________________

HOMENICK LLC

By: ________________________

Name: ______________________

Title: _____________________