Patent License Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set forth below, and such meanings shall apply equally to the singular and plural forms of the terms defined.

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than 50 percent of the voting securities or equivalent interests of an entity, or the power to direct its management and policies, whether by contract or otherwise.

"Licensed Patents" means the patents and patent applications identified in Section 3 of this Agreement, together with all continuations, continuations-in-part (solely to the extent of claims entitled to the priority date of the parent), divisionals, reissues, re-examinations, renewals, extensions, and substitutions thereof, and all foreign counterparts thereof within the Territory.

"Licensed Product" means any product, apparatus, article, component, or system, in whole or in part, the manufacture, use, sale, offer for sale, or importation of which, in the absence of the license granted herein, would infringe at least one Valid Claim of the Licensed Patents in the country where such activity occurs.

"Licensed Process" means any process, method, or service the practice or performance of which, in the absence of the license granted herein, would infringe at least one Valid Claim of the Licensed Patents in the country where it is practiced.

"Valid Claim" means a claim of an issued and unexpired patent within the Licensed Patents that has not been held permanently revoked, unenforceable, or invalid by a final decision of a court or other governmental authority of competent jurisdiction from which no appeal can be or has been taken, and has not been disclaimed or admitted to be invalid through reissue, disclaimer, or otherwise, or a claim of a pending patent application that has not been pending for more than [number] years from its earliest priority date.

"Field of Use" means the field of use specified in Section 3 of this Agreement.

"Territory" means the geographic territory specified in Section 3 of this Agreement.

"Net Sales" means the gross amount invoiced or otherwise charged or received by the Licensee, its Affiliates, and permitted sublicensees for the sale, lease, license, or other disposition of Licensed Products and for the provision of Licensed Processes, less only the following to the extent actually incurred, separately stated on the invoice, and customary: (i) trade discounts and rebates actually granted; (ii) sales, use, and value-added taxes actually paid; and (iii) returns actually credited; provided that total deductions shall not exceed [percentage] percent of gross amounts invoiced in any Royalty Period.

"Royalty Period" means each period of [three (3) months] ending on [calendar quarter-end dates] during the Term.

"Improvement" means any modification, enhancement, adaptation, derivative, or development of, or relating to, the inventions claimed in the Licensed Patents, whether or not patentable, that is conceived, reduced to practice, or developed by or on behalf of the Licensee or its Affiliates during the Term.

"Confidential Information" means all non-public technical, commercial, financial, or other information disclosed by or on behalf of a Party to the other Party in connection with this Agreement, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

"Term" means the Initial Term and any Renewal Term, as defined in Section 14 of this Agreement.

Headings are for convenience only and shall not affect interpretation. The words "including" and "includes" shall be construed as being followed by "without limitation." References to Sections are to sections of this Agreement. No rule of construction shall apply to the disadvantage of a Party on the ground that such Party prepared this Agreement or any part of it.

Subject to the terms and conditions of this Agreement, including the Licensee's timely payment of all amounts due hereunder, the Licensor hereby grants to the Licensee, during the Term, a non-exclusive, non-transferable, non-assignable (except as permitted under Section 16), non-sublicensable (except as permitted under Section 16), royalty-bearing license under the Licensed Patents to make, have made, use, sell, offer for sale, and import Licensed Products, and to practice Licensed Processes, in each case solely within the Field of Use and the Territory.

The license granted herein is non-exclusive. The Licensor expressly retains the right, in its sole discretion, to practice the Licensed Patents itself and to grant licenses under the Licensed Patents to any third party, for any field and in any territory, including within the Field of Use and the Territory, without notice to or consent of the Licensee.

The right to "have made" Licensed Products is limited to contract manufacturers engaged by the Licensee solely to manufacture Licensed Products exclusively for the Licensee, pursuant to a written agreement that contains confidentiality and use restrictions no less protective than those set out herein. The Licensee shall be liable for any act or omission of any such manufacturer as if it were the act or omission of the Licensee.

The license granted herein extends to the Licensee and, subject to prior written notice to the Licensor, to those Affiliates of the Licensee listed in a written notice delivered to the Licensor. The Licensee shall procure that each such Affiliate complies with all terms of this Agreement and shall remain jointly and severally liable for any act or omission of such Affiliate.

No license or right is granted under this Agreement by implication, estoppel, exhaustion, or otherwise, except as expressly set forth herein. No license is granted under any patent, patent application, trademark, copyright, trade secret, or other intellectual property right of the Licensor other than the Licensed Patents.

The license granted herein shall not be construed as an obligation of the Licensor to provide any technical assistance, know-how, training, or support to the Licensee. Any such assistance requested by the Licensee shall be provided, if at all, only under a separate written agreement at the Licensor's then-current rates of [hourly or daily rate].

The Licensed Patents comprise the following patents and patent applications: [patent or application number], titled [title], filed or granted in [jurisdiction] on [date], and [add further patents and applications as required, including number, title, jurisdiction, filing date, and status].

The Licensor may, by written notice to the Licensee, add further patents or applications to the Licensed Patents, subject to the agreement of the Parties on any adjustment of the fees payable hereunder. The Licensor may remove from the Licensed Patents any patent or application that has lapsed, expired, been abandoned, or been finally held invalid or unenforceable, and such removal shall not constitute a breach of this Agreement nor entitle the Licensee to any refund of fees paid.

The license granted hereunder is limited to the following field of use: [description of Field of Use, including any applicable industry, application, product type, or market segment]. Any activity outside the Field of Use is unlicensed and constitutes infringement of the Licensed Patents as well as a material breach of this Agreement.

The license granted hereunder is limited to the following territory: [description of Territory, listing the countries or regions as applicable]. The Licensee shall not make, use, sell, offer for sale, or import Licensed Products or practice Licensed Processes in any country outside the Territory, nor sell Licensed Products to any person that the Licensee knows or has reason to know intends to resell or use such products outside the Territory.

Where no Valid Claim exists in a given country of the Territory, no royalties shall accrue under this Agreement in respect of activities that occur exclusively in that country, provided that Licensed Products manufactured in a country in which a Valid Claim exists shall be subject to royalties regardless of the country of sale.

Any extension of the Field of Use or the Territory shall be effective only if set forth in a written amendment executed by both Parties, which may be conditioned upon additional fees as the Parties may agree.

All right, title, and interest in and to the Licensed Patents and the inventions claimed therein, and all intellectual property rights relating thereto, are and shall remain the sole and exclusive property of the Licensor. Nothing in this Agreement shall be construed as an assignment or transfer of any such right, title, or interest to the Licensee.

The Licensee shall not, and shall not permit any Affiliate or third party to: (i) practice the Licensed Patents outside the scope of the license granted herein; (ii) use the Licensed Patents or any Confidential Information of the Licensor to develop products or processes designed to circumvent the claims of the Licensed Patents; or (iii) take any action inconsistent with the Licensor's ownership of the Licensed Patents.

The Licensee shall not, directly or indirectly, challenge or assist any third party in challenging the validity, enforceability, patentability, scope, or ownership of any Licensed Patent in any court, patent office, or other forum. If the Licensee or any of its Affiliates brings or participates in any such challenge, the Licensor may terminate this Agreement immediately upon written notice, and all amounts accrued or paid shall remain due or retained, as applicable, to the extent permitted by applicable law.

The Licensee shall not use the name, trademarks, or logos of the Licensor in any advertising, publicity, or marketing material without the prior written consent of the Licensor, except for patent marking as required by Section 10.

The Licensee shall not grant any lien, security interest, or other encumbrance over its rights under this Agreement or the Licensed Patents. Any purported grant of such an encumbrance shall be void.

All rights not expressly granted to the Licensee herein are reserved by the Licensor. The Licensee shall comply with all laws and regulations applicable to its activities under this Agreement, including export control, trade sanctions, and product safety laws.

In consideration of the license granted herein, the Licensee shall pay to the Licensor a non-refundable, non-creditable upfront license fee in the amount of [amount and currency] (the "Upfront Fee"), payable within [number] days after the Effective Date. The Upfront Fee is fully earned upon the Effective Date and shall not be applied against or reduce any running royalty.

In addition to the Upfront Fee, the Licensee shall pay to the Licensor a running royalty equal to [percentage] percent of Net Sales of all Licensed Products sold and Licensed Processes performed by or on behalf of the Licensee, its Affiliates, and permitted sublicensees (the "Running Royalty"), accruing on the earlier of the date of invoicing, the date of payment, or the date of shipment.

[Optional: In respect of Licensed Products that are not sold but are otherwise disposed of, used for commercial purposes, or transferred to a third party in a non-arm's-length transaction, Net Sales shall be calculated by reference to the average arm's-length selling price of such Licensed Products during the relevant Royalty Period or, in the absence thereof, [fair market value determination method].]

Where a Licensed Product is sold in combination with other products or services that are not Licensed Products, Net Sales for royalty purposes shall be calculated by multiplying the Net Sales of the combination by the fraction A/(A+B), where A is the average separate selling price of the Licensed Product and B is the average separate selling price of the other components. If no such separate prices exist, the Parties shall agree in good faith on an equitable allocation, failing which the Licensor's reasonable determination shall apply.

Beginning with the [first] full calendar year of the Term, the Licensee shall pay to the Licensor a minimum annual royalty of [amount and currency] (the "Minimum Annual Royalty"). If the Running Royalty accrued in a calendar year is less than the Minimum Annual Royalty, the Licensee shall pay the shortfall within [number] days after the end of such year. The Minimum Annual Royalty shall be prorated for any partial year.

Sales between the Licensee and its Affiliates or sublicensees for resale shall not bear royalties, provided that the subsequent resale to an unaffiliated third party shall bear royalties. All royalties shall be stated and paid in [currency], and amounts received in other currencies shall be converted at [source of exchange rate] on the last business day of the relevant Royalty Period.

The Parties acknowledge that the amounts payable hereunder were negotiated as a lump sum and running royalty for the rights granted, and that such amounts shall be payable regardless of whether the Licensee achieves any sales or commercial success.

Within [thirty (30)] days after the end of each Royalty Period, the Licensee shall deliver to the Licensor a written royalty report, certified as accurate by an authorized officer of the Licensee, setting forth for such Royalty Period, on a country-by-country and product-by-product basis: (i) the quantities and gross invoiced amounts of Licensed Products sold, leased, or otherwise disposed of; (ii) the Licensed Processes performed and revenue therefrom; (iii) each permitted deduction in the calculation of Net Sales; (iv) applicable exchange rates; (v) the Running Royalty due; and (vi) the sales of any Affiliate or sublicensee.

A royalty report shall be delivered for each Royalty Period even if no royalties are due, in which case the report shall so state.

The Licensee shall keep, and shall cause its Affiliates and sublicensees to keep, complete and accurate books and records in sufficient detail to permit the determination of royalties payable and verification of the royalty reports. Such records shall be retained for at least [five (5)] years following the Royalty Period to which they relate.

The Licensor, or an independent accountant appointed by it, may, upon [ten (10)] business days' prior written notice and during normal business hours, inspect and audit such books and records, and take copies thereof, no more than [once] per calendar year, unless a prior audit revealed an underpayment, in which case the Licensor may audit at any time. The Licensee shall provide all reasonable cooperation.

If an audit reveals an underpayment, the Licensee shall pay the shortfall, together with interest under Section 7, within [fifteen (15)] days after receipt of the audit report. If the underpayment exceeds [five (5)] percent of the amount due for the audited period, the Licensee shall also reimburse the Licensor for all reasonable costs of the audit. If an audit reveals an overpayment, such overpayment shall be credited against future royalties, and no refund shall be due.

Underpayment exceeding [ten (10)] percent in any audited period shall constitute a material breach of this Agreement. The Licensor shall treat all information obtained from an audit as Confidential Information of the Licensee, subject to its right to use such information to enforce this Agreement.

All payments under this Agreement shall be made by wire transfer of immediately available funds to the bank account designated in writing by the Licensor from time to time, being initially [bank account details], without set-off, counterclaim, deduction, or withholding of any kind, except as required by applicable law.

Each Royalty Period's Running Royalty shall be paid concurrently with delivery of the royalty report for that period, and in any event within [thirty (30)] days after the end of the Royalty Period. Unless otherwise stated, all other amounts payable hereunder shall be paid within [thirty (30)] days of the date of the Licensor's invoice.

All amounts payable hereunder are exclusive of value-added tax, sales tax, goods and services tax, and any similar tax, which shall be borne by the Licensee in addition to such amounts upon receipt of a valid invoice. The Licensee shall be solely responsible for all taxes, duties, levies, and charges imposed on its activities under this Agreement.

If the Licensee is required by applicable law to withhold any tax from a payment to the Licensor, the Licensee shall (i) increase the payment so that the Licensor receives, after such withholding, the full amount it would have received had no withholding been required, unless the Licensor is able to obtain a credit for such tax, and (ii) remit the withheld amount to the competent authority on time and furnish to the Licensor official receipts evidencing such payment. The Parties shall reasonably cooperate to minimize any withholding to the extent lawfully permitted.

Any amount not paid when due shall bear interest from the due date until the date of actual payment at the rate of [percentage] percent per [month or annum], or, if lower, the maximum rate permitted by applicable law, calculated on a daily basis. Interest shall accrue both before and after any judgment.

The Licensee shall bear all bank charges, transfer fees, and currency conversion costs relating to its payments. The Licensor may apply any payment received first to costs and expenses, then to accrued interest, and then to the oldest outstanding principal amount, irrespective of any designation by the Licensee.

Payment of interest shall not constitute a waiver of, or cure for, any breach arising from late payment, and the Licensor may, without prejudice to its other rights, suspend the license granted herein during any period in which an undisputed amount remains unpaid for more than [fifteen (15)] days after written notice.

The Licensee shall promptly, and in any event within [thirty (30)] days after its creation, disclose to the Licensor in writing, in reasonable detail, each Improvement made by or on behalf of the Licensee or its Affiliates. Such disclosure shall be treated as Confidential Information of the Licensee, subject to the Licensor's rights under this Section.

All right, title, and interest in and to each Improvement, including all patent rights and other intellectual property rights therein, shall vest in and be owned solely and exclusively by the Licensor. The Licensee hereby irrevocably assigns, and shall cause its Affiliates, employees, contractors, and sublicensees to assign, to the Licensor all of its right, title, and interest in and to each Improvement, effective automatically upon creation, without additional consideration.

To the extent that any such assignment is ineffective under applicable law, the Licensee hereby grants to the Licensor an exclusive, perpetual, irrevocable, worldwide, fully paid-up, transferable, sublicensable (through multiple tiers) license to make, have made, use, sell, offer for sale, import, and otherwise exploit such Improvement for any purpose.

The Licensee shall, at the Licensor's request and expense for out-of-pocket costs only, execute all documents and take all acts reasonably necessary to perfect, record, register, prosecute, and enforce the Licensor's rights in the Improvements, and hereby irrevocably appoints the Licensor as its attorney-in-fact for such purposes if the Licensee fails to act within [ten (10)] days of a request.

Each Improvement that is covered by a Valid Claim of the Licensed Patents, or the practice of which would infringe such Valid Claim, shall be included in the license granted under Section 2 at no additional charge, subject to the royalties under Section 5. The Licensor may, in its sole discretion, include any Improvement in the Licensed Patents by written notice to the Licensee.

Any improvement, modification, or development of the Licensed Patents made solely by the Licensor shall remain the exclusive property of the Licensor and shall be included in the Licensed Patents only if the Licensor so determines in writing.

The Licensee shall not file any patent application claiming or disclosing any Improvement or any invention claimed in the Licensed Patents without the prior written consent of the Licensor.

The Licensor shall have the sole and exclusive right, but not the obligation, to file, prosecute, maintain, defend, and enforce the Licensed Patents, in its sole discretion, with counsel of its choice, and at its own expense, unless otherwise provided herein. The Licensor shall have no liability to the Licensee for any decision to abandon, not to file, or not to maintain any Licensed Patent.

The Licensee shall provide, at its own expense, all cooperation reasonably requested by the Licensor in connection with the prosecution and maintenance of the Licensed Patents, including by making available relevant personnel and documents.

If the Licensee becomes aware of any actual, suspected, or threatened infringement, misappropriation, or challenge to the validity of any Licensed Patent by a third party, it shall promptly notify the Licensor in writing and provide all relevant information in its possession.

The Licensor shall have the first right, but not the obligation, to take action, at its own expense and in its own name, against any infringement of the Licensed Patents, and to control any settlement thereof. The Licensor shall be entitled to retain all damages, settlements, and other recoveries obtained from any such action.

If the Licensor does not commence an action or otherwise resolve an infringement within the Field of Use and the Territory within [one hundred eighty (180)] days after written request by the Licensee, the Licensee may request the Licensor's written consent to bring an action, which consent the Licensor may grant or withhold in its sole discretion. Absent such consent, the Licensee shall have no right to enforce the Licensed Patents.

The Licensee shall join as a party to any enforcement action if requested by the Licensor, and shall provide all reasonable assistance, at the Licensor's cost for out-of-pocket expenses. The Licensee shall not settle or compromise any claim relating to the Licensed Patents without the Licensor's prior written consent.

If any Licensed Patent is held invalid or unenforceable in a final decision, the Licensee's payment obligations shall cease with respect to such Licensed Patent prospectively only, and no fees or royalties previously paid or accrued shall be refundable or reduced.

The Licensee shall, in accordance with the applicable laws of each country in the Territory, mark all Licensed Products, and their packaging and associated documentation, with the word "patent" or "patented" together with the applicable patent numbers, or with an internet address that associates the Licensed Product with such numbers, or in such other manner as the Licensor may reasonably specify in writing.

The Licensee shall not remove, obscure, or alter any patent, proprietary, or confidentiality notice or marking placed on any Licensed Product, materials, or documentation by the Licensor.

The Licensee shall manufacture, market, and sell Licensed Products and perform Licensed Processes in a manner that is consistent with good industry practice and that does not damage the reputation of the Licensor or the value of the Licensed Patents. Licensed Products shall conform to quality standards that are no less than [quality standard or specification] and to all applicable laws, regulations, and mandatory standards.

Upon reasonable written notice of not less than [ten (10)] business days, the Licensor may, during normal business hours, inspect the Licensee's facilities, and request samples of Licensed Products, in order to verify compliance with this Section 10. The Licensee shall promptly remedy any non-conformity identified by the Licensor.

The Licensee shall be solely responsible for obtaining all licenses, permits, certifications, and regulatory approvals required for the manufacture, marketing, and sale of the Licensed Products, and for any product liability, recall, or warranty obligation relating thereto.

If the Licensee fails to remedy any quality non-conformity within [thirty (30)] days after notice, the Licensor may suspend the Licensee's right to sell the non-conforming Licensed Products until the non-conformity has been cured, without prejudice to its other rights.

Each Party represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; and (iii) this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms.

The Licensor represents that, as of the Effective Date, it is the owner of record of the Licensed Patents and has the right to grant the license granted herein. This representation is the sole representation of the Licensor with respect to the Licensed Patents.

The Licensee represents, warrants, and covenants that: (i) it is entering into this Agreement for business purposes; (ii) it has the technical, financial, and operational capacity to perform its obligations hereunder; (iii) it shall comply with all applicable laws in exercising its rights hereunder; and (iv) it has not relied on any statement or representation not expressly set out herein.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE LICENSED PATENTS ARE LICENSED "AS IS," AND THE LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN AS STATED ABOVE), OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE LICENSOR DOES NOT WARRANT OR REPRESENT THAT: (I) ANY LICENSED PATENT IS OR WILL BE VALID, ENFORCEABLE, OR ISSUED; (II) THE SCOPE OF ANY LICENSED PATENT IS OR WILL BE AS BROAD AS ANTICIPATED; (III) THE PRACTICE OF THE LICENSED PATENTS WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; OR (IV) LICENSED PRODUCTS WILL BE COMMERCIALLY SUCCESSFUL OR SAFE.

The Licensee acknowledges that it has independently evaluated the Licensed Patents and the suitability of the inventions for its purposes, and that it assumes all risk in connection with the manufacture, use, and sale of Licensed Products and the practice of Licensed Processes.

Nothing in this Agreement obliges the Licensor to bring or prosecute any action, or constitutes a warranty regarding the outcome of any action, in respect of any third-party rights.

The Licensee shall indemnify, defend, and hold harmless the Licensor, its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns (the "Licensor Indemnitees") from and against any and all claims, actions, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) the design, manufacture, use, marketing, sale, or other disposition of Licensed Products or the practice of Licensed Processes by or on behalf of the Licensee, its Affiliates, or sublicensees, including any product liability, personal injury, death, or property damage claim; (ii) any breach of this Agreement by the Licensee; (iii) any negligence or willful misconduct of the Licensee; or (iv) any violation of applicable law by the Licensee.

The Licensor Indemnitees shall give the Licensee prompt written notice of any claim for which indemnification is sought, provided that failure to give such notice shall relieve the Licensee of its obligations only to the extent it is materially prejudiced. The Licensee shall not settle any claim in a manner that imposes any liability or admission on a Licensor Indemnitee without the Licensor's prior written consent.

The Licensor Indemnitees may participate in the defense of any claim with counsel of their choice at their own expense. If the Licensee fails to assume the defense of a claim within [fifteen (15)] days after notice, the Licensor may defend such claim at the Licensee's expense.

The Licensee shall maintain, during the Term and for [three (3)] years thereafter, commercial general liability and product liability insurance with reputable insurers, with coverage of not less than [amount and currency] per occurrence, naming the Licensor as additional insured, and shall provide evidence thereof upon request.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE UPFRONT FEE ACTUALLY RECEIVED BY THE LICENSOR [OR: THE ROYALTIES ACTUALLY PAID IN THE [12] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS LESS].

The limitations in this Section shall not apply to the Licensee's payment obligations, indemnification obligations, breach of Section 4 or Section 13, or any infringement or misappropriation of the Licensor's intellectual property, and shall not exclude any liability that cannot be limited under applicable law.

Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party"), shall use it solely for the purpose of exercising its rights and performing its obligations under this Agreement, and shall not disclose it to any third party, except as permitted by this Section.

The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable degree of care.

The Receiving Party may disclose Confidential Information only to its and its Affiliates' directors, officers, employees, advisors, and permitted contractors who have a need to know it for the purposes of this Agreement and who are bound by written or professional obligations of confidentiality no less protective than those herein. The Receiving Party shall be liable for any breach of this Section by such persons.

The obligations in this Section shall not apply to information that the Receiving Party can demonstrate by written records: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to it without restriction before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information.

If the Receiving Party is required by law, regulation, or order of a court or governmental authority to disclose Confidential Information, it shall, to the extent lawful, give the Disclosing Party prompt prior written notice and shall disclose only that portion legally required.

The terms of this Agreement shall be deemed Confidential Information of both Parties, provided that the Licensor may disclose the existence of this Agreement, and the identity of the Licensee, to actual or prospective licensees, investors, acquirers, financing sources, and professional advisors under obligations of confidentiality.

Upon termination or expiration of this Agreement, or upon request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify such return or destruction in writing, except for copies required to be retained by law. The obligations under this Section shall survive for [five (5)] years after termination or expiration, and, with respect to trade secrets, for so long as they remain trade secrets.

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue for an initial term of [number] years (the "Initial Term").

Upon expiry of the Initial Term, this Agreement may be renewed for successive renewal terms of [number] years each (each a "Renewal Term"), upon the Licensee's written request delivered to the Licensor not earlier than [twelve (12)] months and not later than [six (6)] months before the expiry of the then-current term, and subject to the conditions set forth in this Section.

The Licensee's right to renew is conditional upon: (i) the Licensee not being in breach of this Agreement at the time of the request or at the expiry of the then-current term; (ii) the Licensee having paid all amounts due; (iii) the Licensor's written confirmation of renewal; and (iv) payment of a renewal fee of [amount and currency] on or before the commencement of the Renewal Term.

The Licensor shall notify the Licensee in writing within [ninety (90)] days after receipt of a renewal request whether it accepts the request. Unless otherwise agreed in writing, the Running Royalty rate and the Minimum Annual Royalty for a Renewal Term shall be [as agreed or increased by [percentage] percent], and all other terms of this Agreement shall continue to apply.

If the Licensor and the Licensee fail to agree on the terms of renewal, or the conditions in this Section are not satisfied, this Agreement shall expire at the end of the then-current term without further notice or liability on either Party's part.

Unless earlier terminated, and subject to the Licensor's rights hereunder, the license granted herein shall, in respect of each Licensed Patent, expire in the relevant country upon the expiry of the last Valid Claim of such Licensed Patent therein.

The Licensor may terminate this Agreement immediately upon written notice to the Licensee if: (i) the Licensee fails to pay any amount when due and does not cure within [ten (10)] days after written notice; (ii) the Licensee commits any other material breach of this Agreement and fails to cure within [thirty (30)] days after written notice (or, where the breach is incapable of cure, immediately); (iii) the Licensee breaches Section 4 or Section 13; or (iv) the Licensee challenges any Licensed Patent as described in Section 4.

The Licensor may further terminate this Agreement immediately upon written notice if the Licensee becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, trustee, or administrator appointed over a substantial part of its assets, becomes subject to any bankruptcy, liquidation, or reorganization proceeding that is not dismissed within [sixty (60)] days, ceases to carry on business, or undergoes a change of control in favor of a competitor of the Licensor.

The Licensee may terminate this Agreement for convenience upon not less than [ninety (90)] days' prior written notice to the Licensor, provided that all amounts due, including the Minimum Annual Royalty for the year of termination (not prorated), shall remain payable. The Licensee may terminate for the Licensor's material breach that remains uncured [sixty (60)] days after written notice from the Licensee describing the breach in reasonable detail.

Upon expiration or termination of this Agreement for any reason: (i) all rights and licenses granted to the Licensee shall immediately terminate and revert to the Licensor; (ii) the Licensee shall immediately cease all use of the Licensed Patents and all manufacture, use, offer for sale, sale, and importation of Licensed Products and practice of Licensed Processes; and (iii) all amounts accrued or payable shall become immediately due and payable.

Notwithstanding the preceding clause, the Licensee may, for a period of [ninety (90)] days following expiration or termination (other than termination under Section 15 for the Licensee's breach), sell Licensed Products in stock or in process at the date of termination, subject to payment of royalties and delivery of a final report; and the Licensee shall furnish a certified inventory of such products within [ten (10)] days.

Within [thirty (30)] days after the termination or expiration, the Licensee shall deliver a final royalty report and pay all outstanding amounts. The Licensor's audit rights shall survive for [three (3)] years thereafter.

Termination or expiration shall not affect any right or obligation accrued before its effective date or any provision intended to survive, including Sections 1, 4, 5 (as to accrued amounts), 6, 7, 8, 11, 12, 13, 15, 17, and 18. Termination shall be without prejudice to any other remedy available to the Licensor, and no refund of any fees paid shall be due.

This Agreement and the license granted herein are personal to the Licensee. The Licensee shall not assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law, merger, change of control, or otherwise, without the prior written consent of the Licensor, which may be withheld in its sole discretion. Any purported assignment in violation of this Section shall be null and void.

The Licensor may freely assign, transfer, or delegate this Agreement, in whole or in part, and may assign, transfer, or encumber any Licensed Patent, without the consent of the Licensee. Any assignment of a Licensed Patent by the Licensor shall be subject to the license granted herein, and the assignee shall be bound by this Agreement.

The Licensee shall not grant any sublicense under the Licensed Patents without the prior written consent of the Licensor, which may be given or withheld in the Licensor's sole discretion and may be conditioned upon [sublicense fee or revenue share] and other conditions determined by the Licensor.

Any permitted sublicense shall: (i) be in writing and consistent with, and subject to, the terms of this Agreement; (ii) terminate automatically upon termination of this Agreement (unless the Licensor elects in writing to assume the sublicense); (iii) prohibit further sublicensing; (iv) name the Licensor as an intended third-party beneficiary; and (v) include royalty reporting and audit provisions at least equivalent to those herein.

The Licensee shall provide the Licensor with a true and complete copy of each sublicense within [ten (10)] days after execution, and shall remain fully liable for the acts and omissions of each sublicensee, as well as for the payment of royalties on all sublicensee sales.

This Agreement, and any dispute, controversy, or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, breach, or termination, and any non-contractual obligations arising therefrom, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior executives. Either Party may initiate such negotiation by written notice describing the dispute, and if the dispute is not resolved within [thirty (30)] days after such notice, either Party may proceed in accordance with this Section.

Any dispute not resolved under the preceding clause shall be finally settled by arbitration under the rules of [arbitration institution] by [one/three] arbitrator(s) appointed in accordance with such rules. The seat of arbitration shall be [city, country], and the language of arbitration shall be English. The award shall be final and binding on the Parties, and judgment thereon may be entered in any court having jurisdiction.

The arbitrator(s) shall have no authority to award damages excluded by this Agreement or to modify the terms of this Agreement. The prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the other Party, as determined by the arbitrator(s).

Notwithstanding the foregoing, the Licensor may at any time seek injunctive relief, specific performance, or other interim or equitable remedies from any court of competent jurisdiction, including in relation to any actual or threatened infringement of the Licensed Patents or breach of Section 4 or Section 13, without the need to post a bond to the extent permitted by law. The Licensee acknowledges that such breaches would cause irreparable harm for which damages would not be an adequate remedy.

Any claim for collection of amounts due to the Licensor under this Agreement may be brought by the Licensor, at its option, before the courts of [jurisdiction and city], to whose non-exclusive jurisdiction the Licensee irrevocably submits. The Parties shall continue to perform their obligations during any dispute, except to the extent such obligations are the subject of the dispute or this Agreement has been terminated.

The existence and content of any arbitration proceeding and any award shall be kept confidential by the Parties, except as necessary to enforce an award or as required by law.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating thereto. No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

All notices under this Agreement shall be in writing and shall be delivered by hand, by internationally recognized courier, or by registered mail to the address of the receiving Party set forth in this Agreement (or such other address as such Party may notify), with a copy by email to [email address]. Notices shall be deemed received upon delivery by hand, [two (2)] business days after dispatch by courier, [five (5)] business days after dispatch by registered mail, or, where sent by email only, upon the sender's receipt of confirmation of transmission, if sent during business hours of the recipient.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise. Any waiver must be in writing and signed by the waiving Party. Acceptance of any payment shall not constitute a waiver of any breach.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemic, governmental action, or failure of public utilities, provided that it promptly notifies the other Party and uses reasonable efforts to mitigate the effects.

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between them, and neither Party has authority to bind the other.

This Agreement may be executed in counterparts, including by electronic signature or electronically transmitted copies, each of which shall be deemed an original and all of which together shall constitute one instrument. Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. The Licensee shall not be entitled to rely on any third-party rights under this Agreement, and no person other than the Parties and the Licensor Indemnitees shall have any right to enforce its terms.