Patent License Agreement Template

This Patent License Agreement (hereinafter referred to as the "Agreement") made and entered into [Document.CreatedDate] by and between:

Licensee and Licensor are hereinafter referred to as “Parties” collectively in this Agreement.

Description of Patent

1. Patent Number: (insert patent number)

2. Issued by: (insert the name of the issuer/company that issued)

3. Inventor(s): (insert the names of the inventors)

4. Date of Registration: (insert the date of patent's registration)

Patent Ownership

Licensor warrants that it is the legal and beneficial owner of all the Patents and has the exclusive right to grant the license. Nothing mentioned herein shall be regarded as a transfer of any ownership rights from the Licensor to the Licensee.

Grant of License

Licensor grants the Licensee a non-transferable right and license to use the Patent in the (insert region, e.g., city or state).

The Licensee can exercise the power to use the Patent to (insert a list of the rights of the licensee, e.g., manufacture, import, sell or offer to sell).

Rights not mentioned above regarding the Patent are explicitly reserved by Licensor. Furthermore, the license granted herein is contingent upon payment of the royalties to the Licensor periodically, as specified in this Agreement. 

Scope of License

Rights of the Licensee are limited to the use of the Patent in the (insert region, e.g., city, state, country) and are conditioned upon the payment of royalties as declared below. 

Licensee's Obligations:

As a condition of the license granted herein, the Licensee shall:

1. Protect, and keep the Patent confidential;

2. Not discard, modify or conceal any trademark, copyright or other proprietary notices, legends, symbols or labels of the Patent;

3. Comply with all relevant laws and regulations in its use of the Patent; and

4. Not generate any claims or representations in regard to the Patent that are inconsistent with or in addition to those made by the Licensor.

5. may not sublicense, transfer or assign any of its rights or obligations without Licensor’s prior express consent in writing. Any sublicense, assignment or transfer that violates this Agreement shall remain null and void.

Licensor's Obligations

Licensor's obligations shall include:

1. Making available relevant data to the Licensee to carry out its obligations as per this Agreement;

2. Adhering to all relevant laws in the use of the Patent; 

Duration

This Agreement shall be effective on the date this Agreement is signed by Parties and shall continue in effect until the earlier of:

the date on which all Patent ceases to be valid and enforceable;

the date on which this Agreement is terminated in line with the provisions hereof;

(insert any other date).

Royalties and Payments

Licensee will pay Licensor a royalty of (insert number) % of the (insert net or gross) revenue Licensee receives from the sale (insert any other reason) of any (product or service) that use, incorporates, or is/are based on the Patent, less any taxes. For purposes of clarity, the Royalty amount will be computed on revenue received by Licensee and all its affiliates.

Licensee will furnish a notice of each sale or revenue received related to a product or service using the Patent in writing. 

Licensor will then provide Licensee with an invoice for the applicable royalties within (insert number, e.g., 7, 15) days before the close of each calendar quarter. Licensee will pay Licensor within (insert number) days of receipt of such invoice. 

All payments will be free and clear of, and without reduction for, any taxes, levies, duties, withholdings, or deductions. 

All payments will be made in (insert currency) via (insert mode of payment) to the designated account.

Licensee will be responsible for all costs associated with the (insert mode of payment).

A penalty of (insert number, e.g., five, ten, fifteen)% of the total amount owed shall be imposed for every (insert days, e.g., five, fifteen, thirty) days the payment is late.

Effect of Termination

Licenses granted under this Agreement will terminate if Licensee is ineffectual in complying with any conditions of this Agreement. In the event of termination, the Licensee is required to extinguish all copies of the Patent in its possession or under its control.

Indemnification

Licensee will indemnify, defend at its own expense, and hold Licensor and (insert the relevant people, e.g., directors, affiliates) harmless from and against any and all claims, losses or expenses (including reasonable attorneys' fees) arising out of or in any way connected with Licensee's breach of this Agreement or use of the Patent. 

Dispute Resolution

If a dispute arises, the disputing party will notify the other party in writing of the dispute within (insert number, e.g., 30) days of the date it arises for the first time. If the parties are unable to resolve the dispute within (insert number, e.g., 15) days of receipt of said notice, then either party may further the dispute to respective arbitration.

Governing Law

This Agreement will be governed under the laws of (insert state), and the venue of any dispute arising over this Agreement shall be in (City), (State).