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

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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]

Preamble
Grant of License
Term and Termination
Assignment
Governing Law
Notices
Entire Agreement
Severability
Waiver
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.