License Agreement Template

COMMERCIAL PATENT LICENSE AGREEMENT

THIS AGREEMENT, made effective on the ___day of ___ 201_, by and between [Insert Licensor name
and Address] hereinafter called Licensor and ___, a corporation organized and existing under the laws
of ___ having its offices at ___ (hereinafter called Licensee and both being hereinafter referred to
individually as Party and collectively as the "Parties).
W I T N E S S:
A. Licensor warrants and represents that Licensor has the full right, title and interest in the intellectual
property (IP) described and claimed in the invention disclosures and/or patents and/or patent applications
and/or copyrights, and/or copyright applications listed in Appendix A (hereinafter invention disclosures,
patents, patent applications, copyrights, copyright applications and any patents or copyrights, ____ and/or
foreign, issuing thereon, together with any directly related know-how, divisional, continuation,
continuation-in-part or reissue applications or patents based thereon, shall be referred to as Subject IP),
and has the right to enter into this Agreement and to grant to Licensee the rights hereby conveyed, and has
not and shall not execute any agreements in conflict therewith; and
B. Licensee desires to license Subject IP.

THEREFORE, in consideration of the foregoing premises, covenants and agreements contained herein,
the Parties hereto agree to be bound as follows.

1. Definitions
1.1 "Products" shall mean any and all products manufactured, used, sold or transferred by Licensee
covered by one or more claims of the Subject IP licensed hereunder.
1.2 Gross Sales shall mean the total amounts invoiced to purchasers during the accounting period
in question for Products sold by Licensee.
1.3 "Net Sales" shall mean the total amounts invoiced to purchasers during the accounting period in
question for Products sold by Licensee, less allowances for returns of Products, discounts, commissions,
freight, and excise or other taxes on Products. Net Sales in the case of Products used or transferred by
Licensee shall mean the fair market value of Products as if they were sold to an unrelated third party in
similar quantities.

2. Grants
2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee the
[exclusive/non-exclusive] commercial right to manufacture, have manufactured for, use, sell or offer for
sale the Products, [with/without] the further right to sublicense, in the following fields of use: ____.
Fields of use may be removed annually by amendment to this Agreement upon request of Licensee.
Additional fields of use may be added by amendment to this Agreement annually upon request by
Licensee and the consent of the Licensor through (date).
2.2 (If exclusive License) Licensor hereby agrees not to grant to any other Party the same right and
license to Subject IP in accordance with the grant hereinabove as long as Licensee abides by all the terms
and conditions of this Agreement.
2.3 If Licensee has sales of Products, but Licensee fails to satisfy the provisions of Exhibit B and/or
Exhibit C, Licensor shall have the option, to be exercised on thirty calendar (30) days written notice, to
either: 1) remove any fields of use, specified in Section 2.1 above, not meeting the requirements specified
in Exhibit B and/or Exhibit C, or 2) terminate this Agreement according to Section 7.

3. Royalties and Commercialization Plan
3.1 In consideration of the rights and license granted herein, Licensee agrees to the provisions of
Exhibits B and C attached hereto and hereby incorporated herein by reference.
3.2 Upon termination of this Agreement for any reason whatsoever, any royalties that remain unpaid
shall be properly reported and paid to Licensor within thirty (30) days of any such termination.

4. Records and Reports
4.1 Licensee agrees to keep adequate records in sufficient detail to enable the royalties payable
hereunder to be determined and to provide such records for inspection by authorized representatives of
Licensor at any time during regular business hours of Licensee. Licensee agrees that any additional
records of Licensee, as Licensor may reasonably determine are necessary to verify the above records,
shall also be provided to Licensor for inspection.
4.2 Within thirty (30) calendar days after the close of each calendar half-year during the term of this
Agreement (i.e., January 31 and July 31), Licensee will furnish Licensor a written report providing: (a) all
Gross Sales and Net Sales in [Insert currency] during the preceding calendar half-year period; and (b)
amount of royalties due in [Insert currency] for the preceding calendar half-year period pursuant to the
provisions hereof; and (c) payment of the royalties due in [Insert currency] payable to the order of 360ip
Pte Ltd, pursuant to the report to be transmitted in accordance with the Notices Section of this Agreement
hereinbelow.
4.3 Should Licensee fail to make any payment to Licensor within the time period prescribed for such
payment, then the unpaid amount shall bear interest at the rate of one and one half percent (1.5%) per
month from the date when payment was due until payment in full, with interest, is made.

5. Representations and Warranties
5.1 Licensor represents and warrants that Exhibit A contains a complete and accurate listing of all the
Subject IP licensed and that Licensor has the right to grant the rights, licenses, and privileges granted
herein.
5.2 Licensor represents and warrants that Licensor has no knowledge of any claims of infringement
filed against Licensor for practicing the Exhibit A Subject IP anywhere in the world.
5.3 Except as set forth hereinabove, Licensor makes NO REPRESENTATIONS OR WARRANTIES,
express or implied, with regard to the infringement of Subject IP of any third party.

6. Disclaimers
6.1 Neither Licensor nor persons acting on its behalf will be responsible for any injury to or death of
persons or other living things or damage to or destruction of property or for any other loss, damage, or
injury of any kind whatsoever resulting from Licensee's manufacture, use, or sale of materials,
information, or Subject Intellectual Property hereunder.
6.2 EXCEPT AS SET FORTH HEREINABOVE, NEITHER LICENSOR NOR PERSONS ACTING
ON ITS BEHALF MAKE ANY WARRANTY, EXPRESS OR IMPLIED: (1) WITH RESPECT TO
THE MERCHANTABILITY, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY
SERVICES, MATERIALS, OR INFORMATION FURNISHED HEREUNDER; (2) THAT THE USE
OF ANY SUCH SERVICES, MATERIALS, OR INFORMATION WILL NOT INFRINGE
PRIVATELY OWNED RIGHTS; (3) THAT THE SERVICES MATERIALS, OR INFORMATION
FURNISHED HEREUNDER WILL NOT RESULT IN INJURY OR DAMAGE WHEN USED FOR
ANY PURPOSE; OR (4) THAT THE SERVICES, MATERIALS, OR INFORMATION FURNISHED
HEREUNDER WILL ACCOMPLISH THE INTENDED RESULTS OR ARE SAFE FOR ANY
PURPOSE, INCLUDING THE INTENDED OR PARTICULAR PURPOSE. FURTHERMORE,
LICENSOR HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, FOR ANY PRODUCTS MANUFACTURED, USED, OR SOLD BY LICENSEE.
LICENSOR SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN
ANY EVENT.
6.3 Licensee agrees to indemnify Licensor and persons acting on its behalf for all damages, costs, and
expenses, including attorney's fees, arising from, but not limited to, Licensee's making, using, selling, or
exporting of any Subject Intellectual Property, information, or Products, in whatever form furnished
hereunder.
7. Term of Agreement and Early Termination
7.1 This Agreement shall run until the end date of the last to expire Subject IP or the expiration of the
License Agreement, whichever is earlier, subject to early termination as set forth hereinbelow and the
terms and conditions set forth in Exhibits B and C attached hereto and hereby incorporated into this
Agreement by reference thereto.
7.2 Either Party shall have the right to terminate this Agreement without judicial resolution upon
written notice to the other after a breach of any provision by the other Party has gone uncorrected for
sixty (60) calendar days after the other Party has been notified in writing of such breach.
7.3 This Agreement shall terminate automatically upon the extinguishment of all of the Exhibit A
Subject IP, for any reason, but only after the time for appealing said extinguishment has expired.
7.4 The Parties agree that Licensor, at its sole discretion, may immediately terminate this Agreement
upon any attempted transfer of Licensee's interest, in whole or in part, in this Agreement to any other
Party, except as provided in Section 7.8.
7.5 Licensee shall provide notice to Licensor of its intention to file a voluntary petition in bankruptcy
or of another Party's intention to file an involuntary petition in bankruptcy for Licensee, said notice to be
received by Licensor at least thirty (30) calendar days prior to filing such a petition. Licensee's failure to
provide such notice to Licensor of such intentions shall be deemed a material, pre-petition, incurable
breach of this Agreement. Licensor has the right to terminate the Agreement at any time subsequent to the
receipt of the notice from the Licensee indicating Licensees intention to file a voluntary petition in
bankruptcy or of another Party's intention to file an involuntary petition in bankruptcy for Licensee.
7.6 Licensee agrees that this Agreement shall automatically terminate upon any attempt by Licensee
to offer Licensee's rights under this Agreement as collateral to a third party.
7.7 Licensee may terminate this Agreement upon sixty (60) calendar days notice to Licensor upon
paying Licensor all royalties due or the pro rata share of minimum royalties under Exhibit B.
7.8 Should Licensee merge or otherwise be acquired by another entity acquiring substantially all the
business assets of Licensee to which this license relates, then Licensee may assign its rights and
obligations under this Agreement to such merging or acquiring entity, effective as of the date of such
merger or acquisition, provided that all the following requirements in this Section have been met:
7.8.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger or
acquisition;
7.8.2 Licensor approves said assignment of rights and obligations under this Agreement
within thirty (30) calendar days of said notification, such approval shall not be
unreasonably withheld; and,
7.8.3 Licensee shall have paid all royalties, fees and payments due Licensor from the
most recent reporting period.

8. Rights of Parties After Termination
8.1 Neither Party shall be relieved of any obligation or liability under this Agreement arising from
any act or omission committed prior to the effective date of such termination.
8.2 From and after any termination of this Agreement, Licensee shall have the right to sell any
Products that Licensee had already manufactured prior to termination, provided that all royalties and
reports required hereinabove shall be timely submitted to Licensor.
8.3 From and after any termination of this Agreement, Licensee shall not manufacture nor have
manufactured any Products pursuant to this Agreement.
8.4 The rights and remedies granted herein, and any other rights or remedies which the Parties may
have, either at law or in equity, are cumulative and not exclusive of others. On any termination, Licensee
shall duly account to Licensor and transfer to it all rights to which Licensor may be entitled under this
Agreement.

9. Force Majeure
9.1 No failure or omission by Licensor or by Licensee in the performance of any obligation under this
Agreement shall be deemed a breach of this Agreement or create any liability if the same shall arise from
acts of God, acts or omissions of any government or agency thereof, compliance with requests,
recommendations, rules, regulations, or orders of any governmental authority or any office, department,
agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy, war,
rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or
failures or delays in transportation.

10. Notices
10.1 All notices, reports, execution fees, minimum fees and royalties shall be addressed to the Parties
hereto as follows:

Licensor:
[Insert address and contact information]

Licensee:
[Insert address and contact information]


10.3 Any notice, report or any other communication required or permitted to be given by one Party to
the other Party by this Agreement shall be in writing and either (a) served personally on the other Party,
(b) sent by express, registered or certified first-class mail, postage prepaid, addressed to the other Party at
its address as indicated above, or to such other address as the addressee shall have previously furnished to
the other Party by proper notice, (c) delivered by commercial courier to the other Party, or (d) sent by
facsimile to the other Party at its facsimile number indicated above or to such other facsimile number as
the Party shall have previously furnished to the other Party by proper notice, with machine confirmation
of transmission.

11. Non-Abatement of Royalties
11.1 Licensor and Licensee acknowledge that certain of the Subject IP may expire prior to the
conclusion of the term of this Agreement; however, Licensor and Licensee agree that the royalty rates
provided for hereinabove shall be uniform and undiminished except pursuant to this Agreement.

12. Waivers
12.1 The failure of Licensor at any time to enforce any provisions of this Agreement or to exercise any
right or remedy shall not be construed to be a waiver or such provisions or of such rights or remedy or the
right of Licensor thereafter to enforce each and every provision, right or remedy.

13. Modifications
13.1 It is expressly understood and agreed by the Parties hereto that this instrument contains the entire
agreement between the Parties with respect to the subject matter hereof and that all prior representations,
warranties, or agreements relating hereto have been merged into this document and are thus superseded in
totality by this Agreement. This Agreement may be amended or modified only by a written instrument
signed by the duly authorized representatives of both of the Parties.

14. Headings
14.1 The headings for the sections set forth in this Agreement are strictly for the convenience of the
Parties hereto and shall not be used in any way to restrict the meaning or interpretation of the substantive
language of this Agreement.

15. Law
15.1 This Agreement shall be construed according to the laws of the United Arab Emirates.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in
their respective names by their duly authorized representatives.

"Licensor"
[Name]


By:

Name: (typed)

Title: ___________________________________________

Date:


"Licensee"
[Name]


By:

Name: (typed)

Title:

Date:











































EXHIBIT A, SUBJECT INTELLECTUAL PROPERTY

























Initials

Licensor:

Date:

Licensee:

Date:


















EXHIBIT B, EQUITY, EXECUTION FEE, ROYALTIES AND
MINIMUM ANNUAL ROYALTIES AMOUNTS



License Execution Fee: ________

Royalty: __________
Minimum Annual Royalties: __________

(If applicable) Equity: __________


If, by (Date), and according to the terms this Agreement, the royalties shall not equal the
minimum annual royalty amount of _____per field of use specified in Section 2.1 of this Agreement
(subject to Amendments, if any, adding or removing fields of use from that Section), then Licensee shall
pay the difference between the amount of actual royalties paid and the minimum annual royalty by field
of use within thirty (30) calendar days of said anniversary date. Fields of use added or removed during
the calendar year proceeding (Date) will be subject to a pro rata minimum royalty payment.

N O T I C E
This Exhibit contains financial and commercial information that is BUSINESS CONFIDENTIAL
and the Parties hereby agree not to use or disclose this Exhibit to any third party without the
advance written approval of the other Party hereto, except to those necessary to enable the Parties
to perform under this Agreement.




Initials

Licensor:

Date:

Licensee:

Date:








EXHIBIT C, DEVELOPMENT AND COMMERCIALIZATION PLAN

A. Licensee agrees to invest in the commercialization for Products by committing Licensee's resources, at a
minimum to make commercial sales in the following amounts: All references to Section 2.1 are subject to the
addition or removal, by Amendment, of fields of use.

1) Amount of cumulative Net Sales by (Date):
a) _____of Net Sales
b) _____of Net Sales for each field of use listed in Section 2.1

B. (If applicable) Licensee agrees to raise capital for the commercialization of Products in the following
amounts:

1) Amount of cumulative capital raised by (Date): __________
2) Amount of cumulative capital raised by (Date): __________
3) Amount of cumulative capital raised by (Date): __________
4) Amount of cumulative capital raised by (Date): __________

Progress and substantiation of Licensee meeting these requirements shall be provided to Licensor in the form
of a written report to be submitted on an annual basis in accordance with Article 4 hereinabove and in
accordance with any reasonable guidance as may be provided to Licensee by Licensor in the future.

At the request of Licensor, but not more frequently than once annually, Licensee agrees to present its report
(as noted above) at a meeting between the Parties to be held at the mutual convenience of said Parties.


N O T I C E
This Exhibit contains financial and commercial information that is BUSINESS CONFIDENTIAL
and the Parties hereby agree not to use or disclose this Exhibit to any third party without the
advance written approval of the other Party hereto, except to those necessary to enable the Parties
to perform under this Agreement.




Initials

Licensor:

Date:

Licensee:

Date:


EXHIBIT D, FINANCIAL TERMS OF ACQUISITION OR MERGER PROVISIONS

In consideration of the grant, according to Section 7.8 of this Agreement, regarding acquisition or
merger with another entity, the right to exercise such grant shall be financially bound as follows:

For any acquisition or merger Licensee shall pay Licensor a fee based on the following dates
below:

1) By (Date): __________
2) From (Date) to (Date): __________
3) From (Date) to the last to expire of the Subject IP: _________

In Exhibit B, the minimum annual royalty fees shall be doubled.

Licensee shall pay Licensor such acquisition or merger fee according to the above formula prior to
executing such acquisition or merger.

The remaining financial terms of Exhibits B and C shall remain otherwise the same.


N O T I C E
This Exhibit contains financial and commercial information that is BUSINESS CONFIDENTIAL
and the Parties hereby agree not to use or disclose this Exhibit to any third party without the
advance written approval of the other Party hereto, except to those necessary to enable the Parties
to perform under this Agreement.




Initials

Licensor:

Date:

Licensee:

Date: ________________________________