License Agreement Non-Exclusive License to Manufacture

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LICENSE AGREEMENT - NON-EXCLUSIVE LICENSE TO MANUFACTURE

This Non-Exclusive License to Manufacture Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

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

AND

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

Collectively referred to as the “Parties” and individually as a “Party”.

1. RECITALS

WHEREAS, the Licensor is the sole owner of certain proprietary designs, technologies, and intellectual property pertaining to the manufacture of {{product_description}} (hereinafter referred to as the “Licensed Products”);

WHEREAS, the Licensor desires to grant, and the Licensee desires to obtain, a non-exclusive license to manufacture the Licensed Products in accordance with the terms and conditions hereinafter set forth.

2. GRANT OF NON-EXCLUSIVE LICENSE

2.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a non-exclusive, non-transferable right and license to manufacture the Licensed Products within the territory of {{territory}} (the “Territory”).

2.2. This license expressly excludes any right to sublicense, sell, distribute, or otherwise commercialize the Licensed Products, except as may be explicitly agreed upon in a separate written agreement between the Parties.

2.3. The Licensee shall manufacture the Licensed Products strictly in accordance with the specifications, quality standards, and technical documentation provided by the Licensor, as detailed in Schedule A attached hereto.

3. TERM AND TERMINATION

3.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_years}} years, unless terminated earlier in accordance with the provisions contained herein.

3.2. Either Party may terminate this Agreement by providing {{notice_days}} days’ written notice to the other Party in the event of a material breach of any term or condition of this Agreement by the other Party, which breach remains uncured after {{cure_period_days}} days following the receipt of written notice thereof.

3.3. This Agreement may be terminated immediately by either Party upon written notice if the other Party becomes insolvent, makes any assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceedings.

4. LICENSE FEES AND ROYALTIES

4.1. In consideration for the license granted herein, the Licensee shall pay to the Licensor a one-time upfront license fee of {{upfront_fee_currency}} {{upfront_fee_amount}} ({{upfront_fee_words}}) upon the signing of this Agreement.

4.2. In addition to the upfront fee, the Licensee shall pay the Licensor a royalty of {{royalty_percentage}}% of the net selling price of each Licensed Product manufactured by the Licensee. The net selling price shall be calculated as {{net_selling_price_definition}}.

4.3. Royalty payments shall be made on a {{payment_frequency}} basis, within {{payment_days}} days after the end of each {{payment_period}}, accompanied by a detailed statement of sales and royalty calculations.

4.4. All payments shall be made in {{currency}} to the bank account specified by the Licensor.

5. INTELLECTUAL PROPERTY

5.1. The Licensee acknowledges that all intellectual property rights related to the Licensed Products, including but not limited to patents, trademarks, copyrights, and trade secrets, are and shall remain the sole property of the Licensor.

5.2. The Licensee shall not acquire any rights, title, or interest in the Licensor’s intellectual property by virtue of this Agreement, save for the limited manufacturing license expressly granted herein.

5.3. The Licensee undertakes not to challenge the validity of the Licensor’s intellectual property rights at any time during or after the term of this Agreement.

6. CONFIDENTIALITY

6.1. Both Parties agree to keep confidential all proprietary or confidential information disclosed by one Party to the other during the term of this Agreement, including but not limited to technical specifications, designs, trade secrets, business plans, and financial information.

6.2. This obligation of confidentiality shall survive the termination or expiration of this Agreement for a period of {{confidentiality_period_years}} years.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the {{arbitration_institution}} in accordance with its Arbitration Rules, as at present in force.

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

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

8.2. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

Signatures

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

FOR: {{licensor_company_name}}

_____________________________

Name: {{licensor_signer_name}}

Title: {{licensor_signer_title}}

Date: {{licensor_signature_date}}

FOR: {{licensee_company_name}}

_____________________________

Name: {{licensee_signer_name}}

Title: {{licensee_signer_title}}

Date: {{licensee_signature_date}}