A patent license agreement is an agreement between the licensor and the licensee of a patent, which grants the licensee exclusive rights to use the patented invention during the term of the agreement in exchange for periodic payments (called royalties) to the licensor. Create a legally binding patent license agreement in minutes with this customizable patent license agreement template.
This Patent License Agreement (hereinafter referred to as the "Agreement") made and entered into [Document.CreatedDate] by and between:
Name: [Licensee.FirstName] [Licensee.LastName] [Licensee.Company] (hereinafter referred to as "Licensee"),
Name: [Licensor.FirstName] [Licensor.LastName] [Licensor.Company] (hereinafter referred to as "Licensor").
Licensee and Licensor are hereinafter referred to as “Parties” collectively in this Agreement.
Licensor warrants that it is the legal and beneficial owner of all the Patents and has the exclusive right to grant the license. Nothing mentioned herein shall be regarded as a transfer of any ownership rights from the Licensor to the Licensee.
Licensor grants the Licensee a non-transferable right and license to use the Patent in the (insert region, e.g., city or state).
The Licensee can exercise the power to use the Patent to (insert a list of the rights of the licensee, e.g., manufacture, import, sell or offer to sell).
Rights not mentioned above regarding the Patent are explicitly reserved by Licensor. Furthermore, the license granted herein is contingent upon payment of the royalties to the Licensor periodically, as specified in this Agreement.
Rights of the Licensee are limited to the use of the Patent in the (insert region, e.g., city, state, country) and are conditioned upon the payment of royalties as declared below.
As a condition of the license granted herein, the Licensee shall:
Protect, and keep the Patent confidential;Not discard, modify or conceal any trademark, copyright or other proprietary notices, legends, symbols or labels of the Patent;
Comply with all relevant laws and regulations in its use of the Patent; andNot generate any claims or representations in regard to the Patent that are inconsistent with or in addition to those made by the Licensor.
may not sublicense, transfer or assign any of its rights or obligations without Licensor’s prior express consent in writing. Any sublicense, assignment or transfer that violates this Agreement shall remain null and void.
Licensor's obligations shall include:
Making available relevant data to the Licensee to carry out its obligations as per this Agreement; Adhering to all relevant laws in the use of the Patent;This Agreement shall be effective on the date this Agreement is signed by Parties and shall continue in effect until the earlier of:
the date on which all Patent ceases to be valid and enforceable;
the date on which this Agreement is terminated in line with the provisions hereof;
(insert any other date).
You can decide upon a specified date on which the agreement shall cease to be effective and also set a renewal date to negotiate a change in terms or agree to keep them the same.
Make sure you agree on how royalties will be calculated and what percentage of revenue or another metric (e.g., industry standard, flat fee, etc.) will be used to determine the amount. Don’t forget to indicate how it will be calculated (e.g., net or gross revenue).
Licensee will pay Licensor a royalty of (insert number) % of the (insert net or gross) revenue Licensee receives from the sale (insert any other reason) of any (product or service) that use, incorporates, or is/are based on the Patent, less any taxes. For purposes of clarity, the Royalty amount will be computed on revenue received by Licensee and all its affiliates.
Licensee will furnish a notice of each sale or revenue received related to a product or service using the Patent in writing.
Licensor will then provide Licensee with an invoice for the applicable royalties within (insert number, e.g., 7, 15) days before the close of each calendar quarter. Licensee will pay Licensor within (insert number) days of receipt of such invoice.
All payments will be free and clear of, and without reduction for, any taxes, levies, duties, withholdings, or deductions.
All payments will be made in (insert currency) via (insert mode of payment) to the designated account.
Licensee will be responsible for all costs associated with the (insert mode of payment).
A penalty of (insert number, e.g., five, ten, fifteen)% of the total amount owed shall be imposed for every (insert days, e.g., five, fifteen, thirty) days the payment is late.