OEM Reciprocal License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

RECIPROCAL LICENSE AGREEMENT

This Reciprocal 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 under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as "Licensor A"); and

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

Licensor A and Licensor B may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Licensor A possesses certain intellectual property rights related to {{licensor_a_ip_description}};

WHEREAS, Licensor B possesses certain intellectual property rights related to {{licensor_b_ip_description}};

WHEREAS, the Parties desire to grant to each other a non-exclusive, royalty-free, reciprocal license to use, reproduce, modify, and distribute their respective intellectual properties, strictly for the purpose of {{purpose_of_license}}.

1. DEFINITIONS

**1.1. "Licensed IP A"** shall mean all intellectual property rights owned or controlled by Licensor A, specifically {{licensed_ip_a_details}}.

**1.2. "Licensed IP B"** shall mean all intellectual property rights owned or controlled by Licensor B, specifically {{licensed_ip_b_details}}.

**1.3. "Products"** shall mean the products and services developed, manufactured, or distributed by a Party that incorporate or use the Licensed IP of the other Party.

2. GRANT OF LICENSE

**2.1. Grant by Licensor A:** Subject to the terms and conditions of this Agreement, Licensor A hereby grants to Licensor B a non-exclusive, non-transferable, worldwide, royalty-free license, without the right to sublicense, to use, reproduce, modify, adapt, create derivative works from, and distribute Licensed IP A solely for the purpose of {{purpose_of_license_a}}.

**2.2. Grant by Licensor B:** Subject to the terms and conditions of this Agreement, Licensor B hereby grants to Licensor A a non-exclusive, non-transferable, worldwide, royalty-free license, without the right to sublicense, to use, reproduce, modify, adapt, create derivative works from, and distribute Licensed IP B solely for the purpose of {{purpose_of_license_b}}.

**2.3. Scope of Use:** The licenses granted herein are strictly limited to the purposes described in Sections 2.1 and 2.2 and for the development, manufacture, and distribution of their respective Products. Neither Party shall use the other Party's Licensed IP for any other purpose without prior written consent.

3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

**3.1. Ownership:** Each Party shall retain all right, title, and interest in and to its own Licensed IP. Nothing in this Agreement shall be construed to transfer ownership of any intellectual property rights from one Party to the other.

**3.2. No Implied Licenses:** No rights or licenses are granted by implication or estoppel under this Agreement.

4. WARRANTIES AND REPRESENTATIONS

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the licenses granted herein, and that its Licensed IP does not infringe upon any intellectual property rights of any third party.

5. TERM AND TERMINATION

**5.1. Term:** 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.

**5.2. Termination for Breach:** Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

**5.3. Effect of Termination:** Upon termination of this Agreement, all licenses granted hereunder shall immediately terminate, and each Party shall cease all use of the other Party's Licensed IP and return or destroy all copies of the other Party's confidential information.

**5.4. Survival:** Sections {{survival_sections}} shall survive the termination of this Agreement.

6. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of all non-public information disclosed by the other Party in connection with this Agreement, including but not limited to technical information, designs, specifications, and business plans. This obligation shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

7. INDEMNIFICATION

Each Party shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of its representations, warranties, or obligations under this Agreement, or any infringement of third-party intellectual property rights by its Licensed IP.

8. GOVERNING LAW AND DISPUTE RESOLUTION

**8.1. Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

**8.2. Dispute Resolution:** Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

The place of arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

The language of the arbitration shall be English.

9. MISCELLANEOUS

**9.1. 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.

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

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

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

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

SIGNATURES

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

_____________________________

By: {{licensor_a_authorized_signatory}}

Name: {{licensor_a_signatory_name}}

Title: {{licensor_a_signatory_title}}

Date: {{licensor_a_signature_date}}

_____________________________

By: {{licensor_b_authorized_signatory}}

Name: {{licensor_b_signatory_name}}

Title: {{licensor_b_signatory_title}}

Date: {{licensor_b_signature_date}}