OEM Reciprocal License Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

OEM Reciprocal License Agreement

OEM Reciprocal License Agreement

PARTIES

This Reciprocal License Agreement (hereinafter the “Agreement”), effective this {{day}} day of {{month}}, {{year}} (the “Effective Date”), is made by and between:

1. {{OEM_company_name_1}}, a company duly incorporated in accordance with the laws of {{jurisdiction_1}}, with its principal place of business located at {{OEM_company_address_1}} (hereinafter “Licensor 1”); and

2. {{OEM_company_name_2}}, a company duly incorporated in accordance with the laws of {{jurisdiction_2}}, with its principal place of business located at {{OEM_company_address_2}} (hereinafter “Licensor 2”).

(Each a “Party” and collectively, the “Parties”).

RECITALS

A. Licensor 1 possesses certain intellectual property, technology, and know-how relating to {{technology_description_1}} (hereinafter “Licensor 1 IP”).

B. Licensor 2 possesses certain intellectual property, technology, and know-how relating to {{technology_description_2}} (hereinafter “Licensor 2 IP”).

C. The Parties desire to grant to each other a reciprocal, non-exclusive license to use, reproduce, modify, and distribute their respective IPs, subject to the terms and conditions hereinafter set forth.

GRANT OF LICENSE

1.1. Licensor 1 hereby grants to Licensor 2 a non-exclusive, non-transferable, royalty-free license to use, reproduce, modify, adapt, sublicense (limited to {{sublicense_scope_1}}), and distribute the Licensor 1 IP solely for the purpose of {{purpose_of_license_1}} (the “Licensor 1 Grant”).

1.2. Licensor 2 hereby grants to Licensor 1 a non-exclusive, non-transferable, royalty-free license to use, reproduce, modify, adapt, sublicense (limited to {{sublicense_scope_2}}), and distribute the Licensor 2 IP solely for the purpose of {{purpose_of_license_2}} (the “Licensor 2 Grant”).

1.3. The Parties agree that all improvements, enhancements, or modifications made by either Party to the other Party's IP under this Agreement shall be deemed {{ownership_of_improvements}} and subject to the terms of this Agreement.

TERM AND TERMINATION

2.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{agreement_term_years}} years, unless earlier terminated in accordance with the provisions hereof.

2.2. Either Party may terminate this Agreement by providing {{notice_period_days}} days' written notice to the other Party in the event of a material breach of this Agreement by the other Party, provided that such breach remains uncured after the notice period.

2.3. Upon termination of this Agreement, each Party shall cease all use of the other Party's IP and shall, at the option of the disclosing Party, return or destroy all copies of the other Party's confidential information.

2.4. Sections {{survival_sections}} shall survive the termination of this Agreement.

CONFIDENTIALITY

3.1. Each Party acknowledges that it may have access to confidential and proprietary information of the other Party during the performance of this Agreement, including but not limited to technical, business, and financial information (hereinafter “Confidential Information”).

3.2. Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and not to disclose such information to any third party without the prior written consent of the disclosing Party, nor to use such information for any purpose other than as expressly permitted by this Agreement.

3.3. The obligations of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_term_years}} years.

IP OWNERSHIP AND INDEMNIFICATION

4.1. Each Party retains all rights, title, and interest in and to its own respective IP.

4.2. Each Party warrants that it has the right to grant the licenses set forth in this Agreement and that the exercise of such licenses by the other Party will not infringe upon the intellectual property rights of any third party.

4.3. Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of any breach of its warranties or obligations under this Agreement, or any third-party claim alleging infringement of intellectual property rights by the indemnifying Party's IP.

WARRANTIES AND DISCLAIMER

5.1. Each Party warrants that it will perform its obligations under this Agreement in a professional and workmanlike manner.

5.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE IPS ARE PROVIDED “AS IS” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

6.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE OTHER PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, or termination, shall be resolved by arbitration in accordance with the rules of the {{arbitration_institution}}.

7.3. The seat of the arbitration shall be {{arbitration_city}}, and the language of the arbitration shall be English.

GENERAL PROVISIONS

8.1. **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

8.2. **Amendments:** No amendment or modification of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both Parties.

8.3. **Notices:** All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified or registered mail, return receipt requested, or by reputable overnight courier to the addresses first set forth above.

8.4. **Assignment:** Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

8.5. **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first written above.

FOR LICENSOR 1:

_____________________________

Name: {{name_licensor_1}}

Title: {{title_licensor_1}}

Date: {{date_licensor_1}}

FOR LICENSOR 2:

_____________________________

Name: {{name_licensor_2}}

Title: {{title_licensor_2}}

Date: {{date_licensor_2}}