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Technology Licensing Agreement template
Technology Licensing Agreement sample

What is Technology Licensing Agreement?

Technology Licensing Agreement An agreement allowing the licensing of technology, specifying terms and conditions for its use and potential royalties.

Sample template:

Technology Licensing Agreement

This Technology Licensing Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between QuantumWave Innovations ("Licensor"), a [State] Corporation, and DataTech Solutions ("Licensee"), a [State] Corporation. The parties hereby agree as follows:

1. Definitions

1.1. "QuantumAnalyzer" Software

"QuantumAnalyzer" Software refers to the proprietary data analysis software developed and owned by Licensor, including any associated documentation, updates, and upgrades provided by Licensor under this Agreement.

1.2. "Purpose"

"Purpose" means the use of the QuantumAnalyzer Software by Licensee for internal data analysis, development, and operation of Licensee's business.

2. Grant of License

2.1. License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, limited license to install, use and execute the QuantumAnalyzer Software solely for the Purpose during the Term of this Agreement as defined in Section 6.

2.2. Restrictions

Licensee shall not: (i) sublicense, resell, rent, lease, distribute, or otherwise transfer any part of the QuantumAnalyzer Software; (ii) modify, adapt, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the QuantumAnalyzer Software; (iii) remove, alter or otherwise tamper with any proprietary notices, labels or marks from the QuantumAnalyzer Software; or (iv) use the QuantumAnalyzer Software for any purpose other than the Purpose.

3. Royalties and Fees

3.1. Royalties

Licensee shall pay Licensor a royalty rate of [Percentage] % of Licensee's gross revenues generated through the use of the QuantumAnalyzer Software for the Purpose. Royalties shall be paid quarterly, within thirty (30) days after the end of each calendar quarter during the Term.

3.2. Annual License Fee

In addition to the royalties, Licensee shall pay Licensor an annual license fee of $[Amount] (USD) during the Term, due within thirty (30) days after the Effective Date and each anniversary of the Effective Date thereafter.

4. Intellectual Property Rights

4.1. Ownership

Licensor shall retain all right, title and interest in and to the QuantumAnalyzer Software, including all intellectual property rights therein. Nothing in this Agreement shall be construed as a transfer of any such rights to Licensee, except for the limited license granted herein.

4.2. Infringement Claims

If Licensee becomes aware of any alleged infringement of Licensor's intellectual property rights in the QuantumAnalyzer Software, Licensee shall promptly notify Licensor in writing and fully cooperate with Licensor in any legal action or defense related to such claims. Licensor shall have the sole right, at its expense, to bring any such legal action or defense, and any recovery or settlement shall be for the benefit of Licensor.

5. Confidentiality

5.1. Confidential Information

Any non-public information provided by one party to the other party under this Agreement shall be considered confidential information ("Confidential Information"). The recipient of Confidential Information shall (i) maintain its confidentiality, (ii) use it only for the purposes for which it was disclosed, and (iii) not disclose it to any third party without prior written consent of the disclosing party.

5.2. Exceptions

Confidential Information shall not include information that (i) is or becomes public knowledge through no fault of the recipient, (ii) was independently developed by the recipient without reference to the Confidential Information, or (iii) was lawfully obtained from a third party without any obligation of confidentiality.

6. Term and Termination

6.1. Term

This Agreement shall begin on the Effective Date and shall continue for a period of one (1) year, unless terminated earlier as provided herein. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of its intention not to renew at least thirty (30) days prior to the end of the then-current term.

6.2. Termination for Cause

Either party may terminate this Agreement for cause upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof.

6.3. Effect of Termination

Upon termination of this Agreement, Licensee shall immediately cease using the QuantumAnalyzer Software and, at Licensor's option, return or destroy any copies thereof in Licensee's possession or control. Termination of this Agreement shall not affect any accrued rights or obligations of either party, including the obligation to pay royalties and fees accrued prior to termination.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [County], [State], and each party hereby consents to the jurisdiction and venue of such courts.

8. Miscellaneous

8.1. Entire Agreement

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, concerning such subject matter.

8.2. Amendments and Waivers

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision of this Agreement.

8.3. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that most closely reflects the original intent of the parties.

8.4. Counterparts

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

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives below.

QuantumWave Innovations DataTech Solutions
By: _______________________________ By: _______________________________
Name: _____________________________ Name: _____________________________
Title: ______________________________ Title: ______________________________
Date: ______________________________ Date: ______________________________

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Main Sections of a Technology Licensing Agreement

In this Technology Licensing Agreement, you will see the following sections:

  1. Definitions
  2. Grant of License
  3. Royalties and Fees
  4. Intellectual Property Rights
  5. Confidentiality
  6. Term and Termination
  7. Governing Law and Jurisdiction
  8. Miscellaneous

About each Section - Analysis and Summary:

  1. Definitions : This section explains the key terms used in the agreement, such as "QuantumAnalyzer" Software and "Purpose." Think of it as a glossary to help you understand the rest of the document.

  2. Grant of License : This section outlines the rights given to the Licensee (DataTech Solutions) to use the QuantumAnalyzer Software. It's like giving someone permission to use your car, but with specific rules and limitations.

  3. Royalties and Fees : This section explains how much the Licensee has to pay the Licensor (QuantumWave Innovations) for using the software. It's like paying rent for an apartment, with additional fees for certain services.

  4. Intellectual Property Rights : This section clarifies that the Licensor still owns the software and its intellectual property rights. It's like lending a book to a friend – you still own the book, but your friend can read it.

  5. Confidentiality : This section requires both parties to keep each other's non-public information confidential. It's like a secret between friends – you promise not to tell anyone else without permission.

  6. Term and Termination : This section explains how long the agreement lasts and how it can be ended. It's like a gym membership – you sign up for a certain period, and you can cancel it if you follow the rules.

  7. Governing Law and Jurisdiction : This section specifies which state's laws apply to the agreement and where any disputes will be resolved. It's like choosing a referee for a game – you agree on who will make the final call in case of disagreements.

  8. Miscellaneous : This section covers various additional topics, such as the entire agreement, amendments, severability, and counterparts. It's like a catch-all drawer for important details that don't fit neatly into other sections.

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