Inbound Services Agreement Template
This Inbound Services Agreement, hereafter referred to as "License Agreement," is effective as of the Effective Date (enter date here) and is entered into by and between the following parties:
[Party1.Company], of [Party1.StreetAddress][Party1.City][Party1.State][Party1.PostalCode], of [Party1.State] hereafter referred to as "Company 1."
[Party2.Company], of [Party2.StreetAddress][Party2.City][Party2.State][Party2.PostalCode], of [Party2.State] hereafter referred to as "Company 2."
These businesses may be collectively referred to as "the Parties" or individually as "Party."
Purpose of the Contract
The purpose of this license agreement is to allow Company 1 the license to use Company 2's intellectual property for the business purposes of (enter business purpose here. For example: establishing an e-commerce site, developing a new product, launching a marketing campaign).
"Intellectual property" means any and all trade secrets, confidential information, and otherwise patented information. The following terms shall be explicitly defined by each Party and updated as necessary.
"Trade Secret" means information possessed or developed by either Party that holds inherent economic value. It is unknown to the general public and the Parties' competitors and is therefore unattainable. For the purposes of this agreement, trade secrets may include but are not limited to a formula, program, technical data, nontechnical data, research and development, technique, process, code, software, systems, pattern, compilation, or any other property held by the Parties that help the Parties attain advantages in the marketplace through innovation and proprietary, confidential information.
"Confidential Information" means anything used in relation to the Parties' trade secrets and intellectual property. For the purposes of this agreement, this includes but is not limited to documents, reports, records, data, models, programs, financial plans, research and development, manufacturing procedures, product plans, marketing plans, software, formulas, methodologies, patents, and other information regarding these items that is communicated verbally, digitally, or in print.
All Parties shall uphold their obligations to keep all intellectual property, trade secrets, and confidential information in the strictest privacy and confidentiality. Any information sharing regarding intellectual properties and services shall only occur between the Parties.
Either Party may only share such information with an outbound third party with written consent from the other Party. Any third party's request to license intellectual property from Company 1 must occur with a newly drafted license agreement. Company 1 will address the third party's business vitality and ability to keep intellectual property before drafting a new license agreement.
Either Party may terminate this License Agreement with 60 days' notice and mutual consent from the other Party. In the event of an agreement breach, before the contract term ends, the terminating Party shall provide termination fees that amount to the total of all monthly and royalty fees for the duration of the contract term. Termination payment shall be made within 30 days of the termination of the service agreement. If necessary, all termination negotiations between the companies shall be professional, responsible, and mediated.
This License Agreement shall be governed by and subject to the State of [Party1.State] law. The activities bound by this License Agreement shall also comply with any and all State of [Party1.State] regulations.
This License Agreement supersedes all former agreements, verbal or written. Unless amended, this License Agreement shall serve as the final agreement. If either party must make any changes to this agreement, they must be done so with a signed addendum by all Parties.