## Licensing Agreement for a Patented Invention

This Licensing Agreement (the "Agreement") is made and entered into as of [Date] by and between [Licensor Name], a [State of Incorporation] corporation with its principal place of business at [Licensor Address] (the "Licensor"), and [Licensee Name], a [State of Incorporation] corporation with its principal place of business at [Licensee Address] (the "Licensee").

**1.  Preamble**

WHEREAS, Licensor is the owner of certain patent rights (the "Patent Rights") covering the invention described in United States Patent No. [Patent Number] (the "Patent"); and

WHEREAS, Licensee desires to obtain a license from Licensor to make, use, and sell products embodying the invention covered by the Patent (the "Licensed Products").

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

**2.  Grant of License**

2.1. Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, worldwide license (the "License") to make, use, and sell the Licensed Products.

2.2. The License shall be subject to the following terms and conditions:

*   **Royalty Payments:** Licensee shall pay to Licensor a royalty of [Royalty Percentage]% of the net sales price of each Licensed Product sold by Licensee.
*   **Minimum Royalty Payments:** Licensee shall pay to Licensor a minimum royalty payment of [Minimum Royalty Amount] per year, regardless of the amount of Licensed Products sold.
*   **Reporting Requirements:** Licensee shall provide Licensor with quarterly reports of its sales of Licensed Products.
*   **Payment Terms:** Royalty payments shall be due and payable to Licensor within [Number] days after the end of each calendar quarter.
*   **Use of Licensor's Name:** Licensee shall not use Licensor's name or trademarks in connection with the Licensed Products without Licensor's prior written consent.
*   **Confidentiality:** Licensee shall hold in confidence all confidential information of Licensor relating to the Patent and the Licensed Products.
*   **Indemnification:** Licensee shall indemnify and hold harmless Licensor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee's manufacture, use, or sale of the Licensed Products.
*   **Patent Infringement:** Licensee shall promptly notify Licensor of any known or suspected infringement of the Patent.
*   **Termination:** This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

**3.  Term and Termination**

3.1. The term of this Agreement shall be for a period of [Number] years from the Effective Date.

3.2. This Agreement may be terminated by either party upon [Number] days' written notice to the other party if the other party breaches any of the terms and conditions of this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

3.3. Upon termination of this Agreement, Licensee shall immediately cease all manufacture, use, and sale of the Licensed Products and shall return to Licensor all confidential information of Licensor in its possession or control.

**4.  Assignment**

4.1. This Agreement may not be assigned by Licensee without the prior written consent of Licensor.

4.2. This Agreement may be assigned by Licensor without the prior written consent of Licensee.

**5.  Governing Law**

This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

**6.  Notices**

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Licensor:

[Licensor Name]
[Licensor Address]

If to Licensee:

[Licensee Name]
[Licensee Address]

**7.  Entire Agreement**

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**8.  Severability**

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

**9.  Waiver**

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

**10.  Binding Effect**

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Licensor Signature]**

**[Licensor Name]**

**[Licensee Signature]**

**[Licensee Name]**

**[Witness 1 Signature]**

**[Witness 1 Name]**

**[Witness 2 Signature]**

**[Witness 2 Name]**

***

### Table of Contents

1.  Preamble
2.  Grant of License
3.  Term and Termination
4.  Assignment
5.  Governing Law
6.  Notices
7.  Entire Agreement
8.  Severability
9.  Waiver
10. Binding Effect

***

## Case Laws

### Relevant Case Laws

I am unable to give a definite answer at this time.

## TLDR

This is a sample Licensing Agreement for a patented invention. It outlines the terms and conditions of the license, including royalty payments, reporting requirements, confidentiality, and termination.

## Conclusion

This Licensing Agreement is a sample document and should be reviewed by a qualified attorney before being used in any actual transaction. The specific terms and conditions of any Licensing Agreement will vary depending on the specific circumstances of the transaction.



### Licensing Agreement for a Patented Invention

---

#### Table of Contents

1. Introduction
2. Definitions
3. Grant of License
4. Term and Termination
5. Royalties and Payments
6. Confidentiality
7. Representations and Warranties
8. Indemnification
9. Intellectual Property Rights
10. Governing Law and Dispute Resolution
11. Miscellaneous Provisions
12. Signatures

---

### 1. Introduction

This Licensing Agreement ("Agreement") is made and entered into as of [Date], by and between [Licensor's Full Name], with a principal place of business at [Licensor's Address] ("Licensor"), and [Licensee's Full Name], with a principal place of business at [Licensee's Address] ("Licensee").

WHEREAS, Licensor is the owner of certain patent rights related to [Brief Description of the Invention] ("Patent");

WHEREAS, Licensee desires to obtain a license to use the Patent, and Licensor is willing to grant such a license under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

---

### 2. Definitions

- **"Patent"**: Refers to the patent identified as [Patent Number], titled [Title of the Patent], issued on [Date of Issuance], and any reissues, reexaminations, extensions, or continuations thereof.
- **"Licensed Products"**: Products that are covered by the claims of the Patent.
- **"Territory"**: The geographical area where the Licensee is authorized to manufacture, use, and sell the Licensed Products, specifically [Define Territory, e.g., "Kenya"].
- **"Net Sales"**: The gross amount invoiced by Licensee for sales of Licensed Products, less [Specify Deductions, e.g., "returns, rebates, and discounts"].

---

### 3. Grant of License

3.1 **License Grant**: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a [exclusive/non-exclusive] license to manufacture, use, sell, and distribute the Licensed Products in the Territory.

3.2 **Sublicensing**: Licensee shall have the right to grant sublicenses to third parties, provided that any such sublicensee agrees in writing to be bound by the terms and conditions of this Agreement.

---

### 4. Term and Termination

4.1 **Term**: This Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration of the Patent, unless terminated earlier as provided herein.

4.2 **Termination for Cause**: Either party may terminate this Agreement upon [Specify Notice Period, e.g., "30 days"] written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [Specify Cure Period, e.g., "30 days"] after receiving written notice thereof.

4.3 **Effect of Termination**: Upon termination of this Agreement, Licensee shall cease all use of the Patent and shall return or destroy all Confidential Information of Licensor.

---

### 5. Royalties and Payments

5.1 **Royalty Payments**: Licensee shall pay to Licensor a royalty of [Specify Percentage, e.g., "5%"] of Net Sales of the Licensed Products.

5.2 **Payment Terms**: Royalties shall be paid [Specify Frequency, e.g., "quarterly"] within [Specify Payment Period, e.g., "30 days"] after the end of each calendar quarter.

5.3 **Records and Audits**: Licensee shall keep accurate records of all sales of Licensed Products and shall permit Licensor or its representatives to audit such records upon [Specify Notice Period, e.g., "reasonable notice"].

---

### 6. Confidentiality

6.1 **Confidential Information**: Each party agrees to maintain in confidence all information disclosed by the other party that is marked as confidential or that should reasonably be understood to be confidential ("Confidential Information").

6.2 **Non-Disclosure**: Neither party shall disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

---

### 7. Representations and Warranties

7.1 **Licensor's Warranties**: Licensor represents and warrants that it has the right to grant the license set forth in this Agreement and that the Patent is valid and enforceable.

7.2 **Licensee's Warranties**: Licensee represents and warrants that it will comply with all applicable laws and regulations in the manufacture, use, and sale of the Licensed Products.

---

### 8. Indemnification

8.1 **Indemnification by Licensee**: Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, losses, and expenses arising out of or related to Licensee's use of the Patent or the manufacture, use, or sale of the Licensed Products.

8.2 **Indemnification by Licensor**: Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all claims, damages, losses, and expenses arising out of or related to any breach of Licensor's representations and warranties set forth in this Agreement.

---

### 9. Intellectual Property Rights

9.1 **Ownership**: Licensor retains all right, title, and interest in and to the Patent, subject only to the license granted to Licensee under this Agreement.

9.2 **Infringement**: Licensee shall promptly notify Licensor of any infringement or suspected infringement of the Patent and shall cooperate with Licensor in any enforcement action taken by Licensor.

---

### 10. Governing Law and Dispute Resolution

10.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction, e.g., "Kenya"].

10.2 **Dispute Resolution**: Any disputes arising out of or related to this Agreement shall be resolved through [Specify Dispute Resolution Mechanism, e.g., "arbitration in accordance with the rules of the [Specify Arbitration Body, e.g., "Kenya Arbitration Centre"].

---

### 11. Miscellaneous Provisions

11.1 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

11.2 **Amendments**: This Agreement may be amended only by a written instrument signed by both parties.

11.3 **Waiver**: No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the party to be charged.

11.4 **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

---

### 12. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Licensing Agreement as of the Effective Date.

**Licensor:**

__________________________  
[Licensor's Full Name]  
[Licensor's Title]  
[Licensor's Company]  
[Licensor's Address]  
[Licensor's Contact Information]

**Licensee:**

__________________________  
[Licensee's Full Name]  
[Licensee's Title]  
[Licensee's Company]  
[Licensee's Address]  
[Licensee's Contact Information]

---

### TLDR

This document is a comprehensive Licensing Agreement template for a patented invention, covering key aspects such as the grant of license, royalties, confidentiality, representations and warranties, indemnification, intellectual property rights, governing law, and dispute resolution.

### Conclusion

This Licensing Agreement template provides a detailed framework for licensing a patented invention, ensuring that both parties' rights and obligations are clearly defined and protected. It is essential to tailor the template to the specific needs and circumstances of the parties involved and to seek legal advice to ensure compliance with applicable laws and regulations.

---

Sources:
- [Kenya Industrial Property Institute (KIPI)](https://www.kipi.go.ke/patents)
- [Industrial Property Act, Cap. 509](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/I/Industrial%20Property%20Act%20Cap.%20509%20-%20No.%203%20of%202001/docs/IndustrialPropertyAct3of2001.pdf)
- [Guide to Patenting Kenya](https://wipolex-res.wipo.int/edocs/lexdocs/laws/en/ke/ke024en.pdf)

Provide a template for a Licensing Agreement for a patented invention.

Ask a lawyer: Provide a template for a Licensing Agreement for a patented invention.

Ask a lawyer:
Provide a template for a Licensing Agreement for a patented invention.