PATENT LICENSE AGREEMENT

This Patent License Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE LICENSOR], having registered office at [INSERT ADDRESS OF THE LICENSOR] (hereinafter referred to as the “Licensor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE LICENSEE], having registered office at [INSERT ADDRESS OF THE LICENSEE] (hereinafter referred to as the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

The “Licensor” and the “Licensee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Licensor is the sole owner of the Patent Product mentioned in this agreement, and has the exclusive right to license others to manufacture, copy, make, or sell the Work.
2. The Licensor has full right, absolute power and lawful authority to sell, license and convey the same in the manner herein set forth;
3. Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
4. The Licensor and Licensee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Licensor" refers to the owner of the Patent Product, who grants the license to the Licensee under this agreement.
   2. "Licensee" refers to the party receiving the license to use the Patent Product by the licensor.
   3. "Patent Product" refers to the intellectual property of the Licensor subject to this agreement, and includes any related works, modifications, and derivatives thereof.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. GRANT OF LICENSE
   1. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Patent product in the course of its business.
   2. The Licensee shall not grant sub-licenses, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Licensor.
   3. Licensee hereby accepts such license and agrees that Licensee shall not use the Patent Product except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Patent Product subject to any limitations set forth herein.
3. PATENT PRODUCT
   1. The description of all the Patent Product is mentioned in Exhibit –A, attached hereto and forms an integral part of this agreement. The Licensee agrees to use the Patent Product only for the intended purpose and solely within the geographical boundaries of [INSERT TERRITORIAL JURISDICTION IN WHICH THE PATENT SHOULD BE USED]. The Licensee acknowledges and agrees that any use, making, selling, or distribution of the Patent Product outside of the specified territorial jurisdiction is strictly prohibited and constitutes a breach of this Agreement.
4. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
5. OBLIGATIONS OF THE LICENSOR AND LICENSEE
   1. The Licensor shall have the following obligations under this Agreement:
      1. Licensor shall maintain the Patent Rights in good standing, including payment of maintenance or renewal fees, during the Term of this Agreement. Should Licensor decide not to maintain a particular patent, it shall provide at least ninety (90) days’ written notice to Licensee.
      2. Licensor shall use reasonable efforts to protect, defend, and enforce the Patent Rights against third-party infringement, and shall consult with Licensee before initiating any enforcement action that may affect the Licensed Products.
      3. Licensor shall notify Licensee promptly in writing of any legal claims, opposition, cancellation, or litigation involving the Patent Rights that could impact the license granted under this Agreement.
      4. If agreed upon separately, Licensor shall provide reasonable technical support or documentation required for the implementation of the Licensed Products by Licensee.
   2. The Licensee shall have the following obligations under this Agreement:
      1. Licensee shall use the Patent Rights only for the purposes, in the field of use, and within the territory defined in this Agreement, and shall not make unauthorized use, sale, or distribution of the Licensed Products.
      2. Licensee shall use commercially reasonable efforts to develop, market, and sell the Licensed Products, and to maximize the value of the Patent Rights in accordance with industry standards.
      3. Licensee shall comply with all applicable laws, regulations, and standards related to the manufacture, distribution, and sale of Licensed Products, including export control and intellectual property laws.
      4. Licensee shall maintain confidentiality as set forth in this Agreement and shall mark all Licensed Products and related materials with appropriate patent notices, including “Patent Pending” or “Patented” with the applicable patent numbers.
      5. Licensee shall promptly inform Licensor in writing if it becomes aware of any actual, suspected, or threatened infringement of the Patent Rights, or of any legal action that could affect this Agreement.
      6. Licensee shall not challenge or assist others in challenging the validity, enforceability, or ownership of the Patent Rights during the Term of this Agreement.
6. PAYMENT AND ROYALTY
   1. The Licensee shall pay a total sum of [INSERT CONSIDERATION AMOUNT] to the licensor before the execution of this agreement. The Licensee may provide a royalty of [INSERT ROYALTY PERCENTAGE] from the use of Patent Product to the licensor on mutual agreement.
   2. The Licensee shall pay the amount in installments or one-time full payment as agreed upon by the parties. In case of the late payments the Licensee shall pay a penalty of [INSERT PENALTY AMOUNT IN CASE OF LATE PAYMENTS] to the Licensor.
   3. Failure of Licensee to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within [INSERT NUMBER OF DAYS] days from the due date of the payment.
7. REPRESENTATION AND WARRANTIES
   1. The Licensor represents and warrants that it is the sole and rightful owner of the Patent Product and has the full authority to grant the license to the Licensee as contemplated in this agreement. The Patent Product does not infringe upon the intellectual property rights of any third party and the Patent Product is original and does not contain any defamatory, obscene or unlawful material.
   2. The Licensee represents and warrants that it will use the Patent Product solely for the purposes authorized under this agreement and in compliance with all applicable laws and regulations.
   3. The Licensee acknowledges and agrees that it is responsible for the use and implementation of the Patent Product, and the Licensor shall not be liable for any damages, losses, or liabilities arising from the Licensee's use of the work beyond the scope of this agreement.
8. OWNERSHIP OF WORKS
   1. Licensee acknowledges that Licensor is the sole and exclusive owner of the Patent Product.
   2. Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with this Agreement.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. INTELLECTUAL PROPERTY RIGHTS
    1. Licensor shall retain all right, title, and interest in and to the Patent Rights, including any associated intellectual property and any future continuations, continuations-in-part, reissues, extensions, or modifications, whether existing or developed after the Effective Date. Licensee acknowledges that nothing in this Agreement shall be construed as a transfer of ownership of any of the Patent Rights to Licensee.
    2. Licensee shall use the Patent Rights solely within the scope of the license granted under this Agreement, and solely for the Field of Use and Territory specified. Any unauthorized use shall constitute a material breach of this Agreement and shall entitle Licensor to seek immediate injunctive relief, in addition to other available remedies.
    3. If any improvement and Derivatives take place a. Any modifications, improvements, enhancements, or derivative works developed by the Licensee that incorporate or are based on the Patent Rights (“Improvements”) shall be owned by [INSERT LICENSOR / LICENSEE / JOINTLY, AS MUTUALLY AGREED IN WRITING]. b. If such Improvements are owned by the Licensee, Licensee shall grant to Licensor a [INSERT NON-EXCLUSIVE / EXCLUSIVE / ROYALTY-FREE] license to use such Improvements for internal research and non-commercial purposes. c. The Parties may negotiate separate agreements if either Party desires commercial use of the other’s improvements or derivative works.
    4. Licensee shall include appropriate patent notices on all Licensed Products as required by applicable laws and shall identify the applicable Patent Rights [INSERT PATENT NUMBER]. All marketing or promotional materials referencing the Patent Rights shall credit the Licensor as the patent holder.
    5. If either Party becomes aware of any unauthorized use or infringement of the Patent Rights by a third party, it shall promptly notify the other in writing. Licensor shall have the primary right, but not the obligation, to enforce the Patent Rights.
    6. No rights or licenses are granted under this Agreement by implication, estoppel, or otherwise, except as expressly set forth herein. All rights not expressly granted to Licensee under this Agreement are reserved by Licensor.
11. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
12. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
    2. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
    3. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
    4. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    5. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
13. LIMITATION OF LIABILITY
    1. Except in cases of willful misconduct, gross negligence, breach of confidentiality, or infringement of intellectual property rights, the total cumulative liability of either Party under this Agreement shall not exceed the total amount of fees paid by Licensee to Licensor under this Agreement during the [INSERT NUMBER OF DAYS] days immediately preceding the event giving rise to such liability.
    2. Licensee shall be solely responsible for any claims, liabilities, damages, or expenses arising out of or related to the manufacture, sale, or use of the Licensed Products, including but not limited to product liability claims, except where such liability arises solely due to defects or misrepresentations in the Patent Rights as provided by the Licensor.
    3. Licensor makes no representations or warranties regarding the commercial success or market potential of the Licensed Products or the Patent Rights. Licensee acknowledges that it bears all risk associated with the development, commercialization, and profitability of any product arising under this Agreement.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Licensor and Licensee
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Licensor: [INSERT EMAIL ID OR/AND ADDRESS OF LICENSOR]
       2. If to the Licensee: [INSERT EMAIL ID OR/AND ADDRESS OF LICENSEE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. The Licensee acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the licensor. Nothing in this agreement shall be construed as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATIONS].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Licensor:

Name: [INSERT NAME OF LICENSOR]

Signature:

Date: [INSERT SIGNING DATE OF LICENSOR]

Signed, sealed and delivered on behalf of the Licensee:

Name: [INSERT NAME OF LICENSEE]

Signature:

Date: [INSERT SIGNING DATE OF LICENSEE]

EXHIBIT –A

[INSERT THE DESCRIPTION OF PATENT PRODUCT]