[Your Company Name]
[Your Address]
[City, State, Zip Code]
[Country]
[Email Address]
[Phone Number]
[Date]
[Licensee’s Company Name]
[Licensee’s Address]
[City, State, Zip Code]
[Country]
[Email Address]
[Phone Number]
Licensing Agreement for Intellectual Property (IP)
This Licensing Agreement (the “Agreement”) is entered into by and between [Your Company Name], hereinafter referred to as the “Licensor,” and [Licensee’s Company Name], hereinafter referred to as the “Licensee,” collectively referred to as the “Parties.”
Definitions
1.1 “Licensed IP” shall refer to the intellectual property rights described in Exhibit A, which may include patents, trademarks, copyrights, trade secrets, and any other IP rights.
1.2 “Territory” shall refer to the geographical region in which the Licensee is authorized to use the Licensed IP, which is defined as Taiwan.
Grant of License
2.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable license to use the Licensed IP within the Territory for the purpose of [specify the purpose of the license, e.g., manufacturing, marketing, distributing, etc.].
2.2 The Licensee shall not sublicense, assign, or transfer any rights or obligations granted under this Agreement without the prior written consent of the Licensor.
License Fee and Royalties
3.1 In consideration for the license granted herein, the Licensee agrees to pay the Licensor a license fee as specified in Exhibit B, payable within [number of days] days from the Effective Date of this Agreement.
3.2 The Licensee shall also pay the Licensor royalties based on the [specify royalty basis, e.g., net sales, gross revenue, units sold] derived from the use of the Licensed IP in accordance with the terms set forth in Exhibit B.
Quality Control and Confidentiality
4.1 The Licensee shall maintain the quality and reputation of the Licensed IP and shall use its best efforts to ensure that all products, services, or materials associated with the Licensed IP meet the quality standards set by the Licensor.
4.2 The Licensee shall treat any confidential information received from the Licensor as strictly confidential and shall not disclose, use, or exploit such information for any purpose other than the performance of this Agreement, unless otherwise agreed in writing by the Parties.
Term and Termination
5.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period of [specify duration] years, unless terminated earlier as provided herein.
5.2 Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement, and such breach remains uncured for a period of [number of days] days following receipt of written notice specifying the breach.
5.3 Upon termination of this Agreement, the Licensee shall immediately cease all use of the Licensed IP and return or destroy any confidential information or materials received from the Licensor, as directed by the Licensor.
Governing Law and Dispute Resolution
6.1 This Agreement shall be governed by and construed in accordance with the laws of Taiwan, without regard to its conflict of laws principles.
6.2 Any dispute arising out of or in connection with this Agreement shall be resolved amicably through good-faith negotiations between the Parties. If the Parties are unable to resolve the dispute within [number of days] days, either Party may initiate legal proceedings in the courts of Taiwan.
Entire Agreement
7.1 This Agreement, including its exhibits, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether oral or written, between the Parties relating to the Licensed IP.
IN WITNESS WHEREOF, the Parties hereto have executed this Licensing Agreement as of the Effective Date first above written.
[Your Company Name]
By: ___________________________
Name: _________________________
Title: __________________________
[Licensee’s Company Name]
By: ___________________________
Name: _________________________
Title: __________________________
Exhibit A: Description of Licensed IP
[Provide a detailed description of the intellectual property rights being licensed.]
Exhibit B: License Fee and Royalties
[Specify the license fee amount and the royalties calculation method and rates.]