License Agreement Non Exclusive and Non Transferable_Royalties

{{company_name}}

{{company_address}}

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

License Agreement Non Exclusive and Non Transferable_Royalties

License Agreement Non Exclusive and Non Transferable_Royalties

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

LICENSE AGREEMENT

This License Agreement ("Agreement") is made and entered into as of {{effective_date}} (the "Effective Date"), by and between:

{{licensor_company_name}}, a company duly incorporated and existing under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as "Licensor"); and

{{licensee_company_name}}, a company duly incorporated and existing under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as "Licensee").

Collectively referred to as the "Parties" and individually as a "Party".

WHEREAS

A. The Licensor is the sole and exclusive owner of certain intellectual property described as {{licensed_ip_description}} (hereinafter referred to as the "Licensed IP").

B. The Licensee desires to obtain a non-exclusive and non-transferable license to use the Licensed IP, and the Licensor is willing to grant such a license, subject to the terms and conditions set forth herein.

GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, revocable license to use, reproduce, display, and perform the Licensed IP solely for the purpose of {{purpose_of_license}} within the Territory of {{territory}} (the "Territory").

1.2. The Licensee shall not sublicense, assign, or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the Licensor.

1.3. This license does not grant the Licensee any ownership interest in the Licensed IP, but only a limited right to use it in accordance with this Agreement.

ROYALTIES

2.1. In consideration for the license granted herein, the Licensee shall pay to the Licensor a royalty equal to {{royalty_percentage}}% of the Net Sales (as defined below) of all products or services incorporating or derived from the Licensed IP.

2.2. "Net Sales" shall mean the gross revenue received by the Licensee from the sale or license of products or services incorporating the Licensed IP, less returns, allowances, discounts, and sales taxes actually paid.

2.3. Royalty payments shall be made {{payment_frequency}} (e.g., quarterly) within {{days_to_pay}} days after the end of each {{royalty_period}} (e.g., calendar quarter). Each payment shall be accompanied by a detailed statement showing the calculation of Net Sales and royalties due.

2.4. All payments shall be made in {{currency}} to the Licensor's designated bank account: Account Name: {{licensor_bank_account_name}}, Account Number: {{licensor_bank_account_number}}, Bank Name: {{licensor_bank_name}}, SWIFT Code: {{licensor_swift_code}}.

TERM AND TERMINATION

3.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_duration}} years, unless terminated earlier in accordance with the provisions of this Agreement.

3.2. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within {{cure_period_days}} days after receiving written notice thereof.

3.3. Upon termination of this Agreement, the Licensee shall immediately cease all use of the Licensed IP and shall return or destroy all copies of the Licensed IP and any related materials in its possession or control.

INTELLECTUAL PROPERTY RIGHTS

4.1. The Licensee acknowledges and agrees that all right, title, and interest in and to the Licensed IP, including all intellectual property rights therein, shall remain solely with the Licensor.

4.2. The Licensee shall not challenge the validity or ownership of the Licensed IP or any rights of the Licensor therein.

CONFIDENTIALITY

5.1. Both Parties agree to keep confidential all non-public information disclosed by the other Party during the term of this Agreement, including but not limited to, the terms of this Agreement, business plans, financial information, and technical data.

5.2. Neither Party shall disclose any confidential information to any third party without the prior written consent of the disclosing Party, except as required by law.

LIMITATION OF LIABILITY

6.1. To the maximum extent permitted by law, neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to, lost profits, arising out of or in connection with this Agreement, even if such Party has been advised of the possibility of such damages.

GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through amicable negotiation. If the dispute cannot be resolved through negotiation within {{negotiation_days}} days, the Parties agree to submit the dispute to mediation in {{mediation_city}}, {{mediation_country}}.

7.3. If mediation fails, the dispute shall be finally settled by arbitration in accordance with the rules of the {{arbitration_institution}} in {{arbitration_city}}, {{arbitration_country}}.

GENERAL PROVISIONS

8.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether oral or written.

8.2. Amendments: Any amendment or modification to this Agreement must be in writing and signed by both Parties.

8.3. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by email to the addresses set forth above.

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

8.5. Force Majeure: Neither Party shall be liable for any delay or failure in performance hereunder due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes.

SIGNATURES

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

LICENSOR: ____________________________ By: {{licensor_signatory_name}} Title: {{licensor_signatory_title}} Date: {{licensor_signature_date}} LICENSEE: ____________________________ By: {{licensee_signatory_name}} Title: {{licensee_signatory_title}} Date: {{licensee_signature_date}}