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 A]** a company duly incorporated under the laws of {{jurisdiction_A}}, with its principal place of business at {{address_A}} (hereinafter referred to as "Licensor A"); and

**[LICENSOR B]** a company duly incorporated under the laws of {{jurisdiction_B}}, with its principal place of business at {{address_B}} (hereinafter referred to as "Licensor B").

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

1. RECITALS

1.1 Licensor A is the owner of certain intellectual property rights, including but not limited to patents, copyrights, trade secrets, and know-how, related to {{description_IP_A}} (hereinafter referred to as "Licensor A IP").

1.2 Licensor B is the owner of certain intellectual property rights, including but not limited to patents, copyrights, trade secrets, and know-how, related to {{description_IP_B}} (hereinafter referred to as "Licensor B IP").

1.3 The Parties wish to grant each other a non-exclusive, royalty-free, reciprocal license to use their respective Intellectual Property for the purposes and on the terms and conditions set forth in this Agreement.

2. DEFINITIONS

2.1 "Intellectual Property" refers to all patents, copyrights, trademarks, trade secrets, industrial designs, moral rights, know-how, and all other intellectual property rights, whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, throughout the world.

2.2 "Licensed Products A" refers to the products, components, or systems developed, manufactured, or sold by Licensor A that incorporate or utilise Licensor B IP.

2.3 "Licensed Products B" refers to the products, components, or systems developed, manufactured, or sold by Licensor B that incorporate or utilise Licensor A IP.

2.4 Other defined terms shall have the meanings ascribed to them elsewhere in this Agreement.

3. GRANT OF LICENSE

3.1 Licensor A hereby grants to Licensor B a non-exclusive, non-transferable, royalty-free, worldwide license to use, reproduce, modify, prepare derivative works of, distribute, and display Licensor A IP solely for the purpose of developing, manufacturing, marketing, and selling Licensed Products B.

3.2 Licensor B hereby grants to Licensor A a non-exclusive, non-transferable, royalty-free, worldwide license to use, reproduce, modify, prepare derivative works of, distribute, and display Licensor B IP solely for the purpose of developing, manufacturing, marketing, and selling Licensed Products A.

3.3 Neither Party shall sublicense or transfer its rights under this Agreement without the prior written consent of the other Party.

4. TERM AND TERMINATION

4.1 This Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial term of {{term_years}} years, unless terminated earlier in accordance with the provisions of this Agreement.

4.2 Either Party may terminate this Agreement upon providing {{notice_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.

4.3 Upon termination of this Agreement, each Party shall cease all use of the other Party's Intellectual Property and shall return or destroy all copies of the other Party's Intellectual Property, except to the extent necessary to support previously sold Licensed Products.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the licenses contemplated herein.

5.2 Each Party represents and warrants that its Intellectual Property does not infringe upon the intellectual property rights of any third party to its knowledge.

5.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE INTELLECTUAL PROPERTY IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. INDEMNIFICATION

6.1 Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim that the Intellectual Property provided by the Indemnifying Party infringes any intellectual property right of a third party, except to the extent such infringement arises from the Indemnified Party's modification or misuse of the Intellectual Property.

6.2 The Indemnified Party shall promptly notify the Indemnifying Party of any such claim and shall provide reasonable cooperation to the Indemnifying Party in the defence thereof.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2 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}}.

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

8. 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, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

9. SIGNATURES

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

**LICENSOR A:**

_____________________________

Name: {{licensor_A_name}}

Title: {{licensor_A_title}}

Date: {{licensor_A_date}}

**LICENSOR B:**

_____________________________

Name: {{licensor_B_name}}

Title: {{licensor_B_title}}

Date: {{licensor_B_date}}