International LicensingAgreement
compliments of:
www.CuetoLawGroup.com
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International Licensing Agreement
Effective Date
[Date]
between
[Company Legal Name]
, (“[Company]”)a [State] [Corporation / Partnership / Sole Proprietorship / Resident),located at [Address][City], [State] [Zip Code]and
[Licensee]
, (“Licensee”)a [State of organization or residence) [Corporation / Partnership / SoleProprietorship / Resident),located at [Address].
1. Summary
The Licensor is the owner of a certain item now known as [Insert item], asmore fully described in Exhibit A attached to this Agreement, together with allmodifications, all improvements (including all those made by the Licensee), allpatents and all copyrights and trademarks originated by the Licensee used inconnection with (collectively, the “Property”).The Licensee desires to acquire from the Licensor, and the Licensor is willingto transfer to the Licensee, all rights in and to the Property pursuant to theLicensor’s grant to the Licensee of an exclusive license to manufacture,distribute and sell the Property throughout [Enter territory] (the “Territory”)on the terms and subject to the conditions of this Agreement.In consideration for the mutual promises, covenants, and Agreements madebelow, the parties, intending to be legally bound, agree as follows:
2. Grant of License
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2.1Grant of Exclusive License. The Licensor hereby grants to the Licenseean exclusive license (the “License”) to manufacture, distribute and sell, and tosublicense the manufacture, distribution and sale of, Licensed Products(defined below) in the Territory. The Licensee may manufacture the LicensedProducts outside the Territory; provided, however, that in no event shall theLicensee distribute or sell the Licensed Products outside the Territory. Exceptas otherwise provided in Sections 9 and 11, the License specifically includesthe right to exclude any person from manufacturing, distributing and sellingthe Licensed Products in the Territory.2.2Licensed Products. The term “Licensed Products” means all productssold by the Licensee, any Affiliate or Subsidiary (as such terms are defined inSection 12.2.2), or any Sub licensee of the Licensee during the term of thisAgreement that are based on the Property.
3. Term & Termination
3.1Term. The term of this Agreement shall commence on the date statedabove and shall continue until terminated as provided below.3.2Termination. This Agreement may be terminated by the Licensee at anytime upon [Enter amount of time] prior notice to the Licensor, and by theLicensor:3.2.1 Upon any material breach of this Agreement by the Licensee that is notremedied within 30 days after the Licensee's receipt of notice of such breach;3.2.2 If the Licensor does not receive payment of the advance against theroyalties in accordance with Section 3.2;3.2.3 Pursuant to Section 3.2.9.3.2.4 If the Licensee does not present Licensed Products at the [Month, Day,Year];3.2.5 If the Licensee does not ship Licensed Products to its customers on orbefore [Month, Day, Year];3.2.6 The Licensee notifies the Licensor of its intent not to manufactureLicensed Products during [Month, Day, Year];3.2.7 If the Licensee does not manufacture and sell the Licensed Products forany consecutive [Enter time) period;
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