License Agreement Non-Exclusive License to Manufacture

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-EXCLUSIVE LICENSE TO MANUFACTURE

This Non-Exclusive License to Manufacture (hereinafter "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}} (the "Effective Date"), by and between:

**{{licensor_company_name}}**, a company duly incorporated under the laws of {{licensor_country_of_incorporation}}, with its principal place of business at {{licensor_address}} (hereinafter "Licensor"); and

**{{licensee_company_name}}**, a company duly incorporated under the laws of {{licensee_country_of_incorporation}}, with its principal place of business at {{licensee_address}} (hereinafter "Licensee").

**WHEREAS**, the Licensor is the owner of certain intellectual property, including but not limited to, {{description_of_intellectual_property}} (hereinafter "Licensed IP"); and

**WHEREAS**, the Licensee desires to obtain a non-exclusive license to manufacture products utilizing the Licensed IP, and the Licensor is willing to grant such a license subject to the terms and conditions set forth herein.

1. 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, worldwide license to use the Licensed IP solely for the purpose of manufacturing {{description_of_products_to_be_manufactured}} (hereinafter "Licensed Products").

1.2. This license expressly excludes the right to sublicense, assign, or otherwise transfer the Licensed IP or any rights granted hereunder without the prior written consent of the Licensor.

2. Term and Termination

2.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{initial_term_years}} ({{initial_term_years_text}}) years, unless terminated earlier in accordance with the provisions of this Agreement.

2.2. Either party may terminate this Agreement upon {{notice_period_days}} ({{notice_period_days_text}}) days' written notice to the other party in the event of a material breach of this Agreement by the other party, provided such breach is not cured within the notice period.

2.3. Upon termination of this Agreement, the Licensee shall immediately cease all manufacturing activities utilizing the Licensed IP and shall return or destroy all materials related to the Licensed IP as instructed by the Licensor.

3. Royalties and Payment

3.1. In consideration for the license granted herein, the Licensee shall pay to the Licensor a royalty of {{royalty_percentage}}% of the net sales of all Licensed Products sold by the Licensee.

3.2. Royalties shall be calculated and paid on a {{payment_frequency}} basis, within {{payment_due_days}} ({{payment_due_days_text}}) days after the end of each {{payment_frequency}} period.

3.3. The Licensee shall provide the Licensor with detailed sales reports accompanying each royalty payment, showing calculations of net sales and royalties due.

4. Quality Control

4.1. The Licensee agrees to manufacture the Licensed Products in a good and workmanlike manner, in accordance with the specifications, quality standards, and instructions provided by the Licensor.

4.2. The Licensor shall have the right, upon reasonable notice, to inspect the Licensee's manufacturing facilities and to review production processes and quality control procedures related to the Licensed Products.

5. Intellectual Property Rights

5.1. The Licensee acknowledges that all rights, title, and interest in and to the Licensed IP shall remain solely with the Licensor.

5.2. The Licensee agrees not to challenge the validity of the Licensed IP or the Licensor's ownership thereof.

5.3. The Licensee shall promptly notify the Licensor of any infringement or suspected infringement of the Licensed IP that comes to its attention.

6. Confidentiality

6.1. Both parties agree to keep confidential all non-public information disclosed by the other party during the term of this Agreement and for a period of {{confidentiality_term_years}} ({{confidentiality_term_years_text}}) years thereafter.

6.2. Confidential information includes, but is not limited to, trade secrets, manufacturing processes, financial data, and customer lists.

7. Indemnification

7.1. The Licensee shall indemnify, defend, and hold harmless the Licensor from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Licensee's manufacturing, marketing, or sale of the Licensed Products, or any breach of this Agreement by the Licensee.

8. Governing Law and Dispute Resolution

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

8.2. Any dispute arising out of or in connection with this Agreement shall be submitted to mediation in {{mediation_city}}, {{mediation_country}} in accordance with the rules of {{mediation_organisation}}, or if mediation fails, to arbitration in {{arbitration_city}}, {{arbitration_country}} in accordance with the rules of {{arbitration_organisation}}.

9. Entire Agreement

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

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

**LICENSOR:**

{{licensor_company_name}}

By: _______________________________

Name: {{licensor_authorised_signatory_name}}

Title: {{licensor_authorised_signatory_title}}

Date: {{licensor_signature_date}}

**LICENSEE:**

{{licensee_company_name}}

By: _______________________________

Name: {{licensee_authorised_signatory_name}}

Title: {{licensee_authorised_signatory_title}}

Date: {{licensee_signature_date}}