INTELLECTUAL PROPERTY LEASE AGREEMENT

This Intellectual Property Lease Agreement (hereinafter referred to as “the Agreement”) is made on the [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as “Effective Date”) by and between:

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

The Lessor and the Lessee are herein collectively referred to as the “parties” and individually as a “party”.

WHEREAS:

1. The Lessor is the owner of [INSERT THE IP PROPERTY] (collectively referred to as “Intellectual Property”);
2. The parties to this Agreement desire to engage in discussions regarding present and/or potential future work relationships;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. SCOPE OF THE AGREEMENT
   1. The Lessor hereby agrees to lease the Intellectual Property to the Lessee, and the Lessee agrees to accept the lease, for the sole purpose of [DESCRIBE THE SPECIFIC PURPOSE OR USE FOR WHICH THE LESSEE IS LEASING THE INTELLECTUAL PROPERTY].
   2. As used herein, the term “Intellectual Property” shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.
2. LEASE TERM
   1. The lease term shall commence on [START DATE] and shall continue for a period of [LEASE DURATION], unless terminated earlier in accordance with the terms of this Agreement.
3. CONSIDERATION
   1. In consideration for the lease of the Intellectual Property, the Lessee shall pay the Lessor a [INSERT FEE TO BE PAID MONTHLY/ANNUAL] lease fee of [INSERT LEASE FEE AMOUNT], payable on the [INSERT PAYMENT DUE DATE] of each [INSERT MONTH/YEAR OF PAYMENT] during the lease term. The payment shall be made to the Lessor via [INSERT PAYMENT METHOD(S)].
4. TITLE, INTELLECTUAL PROPERTY AND WARRANTY
   1. The Lessee acknowledges that this Agreement does not transfer any ownership rights or title in the Intellectual Property. The Lessee's rights under this lease are limited solely to the use of the Intellectual Property for the purpose specified in Section 1 of this Agreement.
   2. The Lessor shall be responsible for maintaining the Intellectual Property in good standing and, if applicable, for renewing any registrations or filings related to the Intellectual Property during the term of this Agreement.
   3. The Lessor represents and warrants that they are the legal and rightful owner of the Intellectual Property subject to this lease agreement. The Lessor further represents that the Intellectual Property is free from any liens, encumbrances, or claims by third parties.
5. NON-COMPETE
   1. During the term of this Agreement and for a period of [INSERT DURATION OF NON-COMPETITION], the Lessor agrees not to lease, license, or otherwise grant rights to the same or substantially similar Intellectual Property to any third party that could directly compete with the Lessee's use of the leased Intellectual Property.
6. DAMAGE AND INJUNCTIVE RELIEF
   1. The Lessee agrees that should the Lessee breach any of the promises contained in this Agreement that the Lessor would suffer irreparable harm and the Lessor would be without adequate remedy at law and that the Lessor may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by the Lessor for the Lessee’s breach of this Agreement.
7. TERMINATION AND RETURN OF INTELLECTUAL PROPERTY
   1. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of any provision of this Agreement. Upon termination, the Lessee shall immediately cease using the Intellectual Property and return any copies or materials related to the Intellectual Property to the Lessor.
   2. The present Agreement shall be terminated at the expiration of the term and the obligation of the non-use of the Intellectual Property of the Lessor shall be applicable on the Lessee post the termination of the present Agreement.
   3. Upon the termination of this Agreement, the Lessee shall promptly return all copies and materials related to the Intellectual Property to the Lessor. The Lessee shall not retain any copies or duplicates of the Intellectual Property beyond the termination date.
8. ASSIGNMENT
   1. The Lessee shall not assign, sublicense, or transfer any rights or obligations under this Agreement to any third party without the prior written consent of the Lessor.
9. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Lessor, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
10. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
11. GOVERNING LAW AND JURISDICTION
    1. This Agreement shall be governed by and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS], without regard to its choice of law principles.
    2. The parties consent to exclusive jurisdiction and venue in the state courts sitting in [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION]. In any action or suit to enforce any right or remedy under this agreement or to interpret any provision of this agreement, the Lessor shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
12. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. Lessee: [EMAIL/ADDRESS OF LESSEE]
       2. Lessor: [EMAIL/ADDRESS OF LESSOR]
13. INDEPENDENT CONTRACTOR
    1. The Parties agree that nothing in this Agreement shall be construed as creating an employer-employee relationship.
14. ENTIRE AGREEMENT
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
15. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

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 Lessor

Name: [NAME OF LESSOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF LESSOR]

Signed, sealed and delivered on behalf of Lessee

Name: [NAME OF LESSEE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF LESSEE]