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Provide a template for a patent license agreement

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Introduction

A patent license agreement is a legal document that grants permission from the patent holder (licensor) to another party (licensee) to use, make, sell, or distribute the patented invention. This agreement outlines the terms and conditions under which the license is granted. In Kenya, patent laws are governed by the Industrial Property Act, 2001. This template will provide a comprehensive structure for a patent license agreement in accordance with Kenyan law.

Parties to the Agreement
Recitals
Definitions
Grant of License
Term and Termination
Royalties and Payments
Confidentiality
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Miscellaneous Provisions
Signatures

1. Parties to the Agreement

This section identifies the parties involved in the agreement.

Licensor: [Name], a company/individual with its principal place of business at [Address].
Licensee: [Name], a company/individual with its principal place of business at [Address].

2. Recitals

This section provides the background and purpose of the agreement.

Whereas, the Licensor is the owner of the patent identified as [Patent Number] titled [Patent Title].
Whereas, the Licensee desires to obtain a license to use the patented invention under the terms and conditions set forth in this agreement.

3. Definitions

This section defines key terms used in the agreement.

"Patent" means the patent identified as [Patent Number] titled [Patent Title].
"Licensed Products" means any products that are covered by the claims of the Patent.
"Territory" means [geographical area where the license is valid].
"Effective Date" means the date on which this agreement is signed by both parties.

4. Grant of License

This section outlines the scope of the license granted.

License Grant: The Licensor hereby grants to the Licensee a [exclusive/non-exclusive] license to use, make, sell, and distribute the Licensed Products in the Territory.
Sublicensing: The Licensee [is/is not] permitted to grant sublicenses under this agreement.
Field of Use: The license is limited to the following field of use: [specific field or industry].

5. Term and Termination

This section specifies the duration of the agreement and conditions for termination.

Term: This agreement shall commence on the Effective Date and continue for a period of [number] years, unless terminated earlier as provided herein.
Termination for Cause: Either party may terminate this agreement upon [number] days' written notice if the other party breaches any material term of this agreement and fails to cure such breach within [number] days after receiving written notice of the breach.
Effect of Termination: Upon termination, the Licensee shall cease all use of the Patent and return or destroy all confidential information received from the Licensor.

6. Royalties and Payments

This section details the financial terms of the agreement.

Royalty Rate: The Licensee shall pay to the Licensor a royalty of [percentage]% of the net sales of the Licensed Products.
Payment Terms: Royalties shall be paid quarterly, within [number] days after the end of each calendar quarter.
Audit Rights: The Licensor shall have the right to audit the Licensee's records to verify the accuracy of royalty payments.

7. Confidentiality

This section addresses the handling of confidential information.

Confidential Information: Both parties agree to keep confidential any information disclosed by the other party that is marked as confidential or that should reasonably be understood to be confidential.
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.
Duration: The confidentiality obligations shall survive the termination of this agreement for a period of [number] years.

8. Representations and Warranties

This section includes the promises made by each party.

Licensor's Warranties: The Licensor represents and warrants that it is the owner of the Patent and has the right to grant the license.
Licensee's Warranties: The Licensee represents and warrants that it will comply with all applicable laws and regulations in its use of the Patent.

9. Indemnification

This section outlines the indemnity obligations of each party.

Indemnification by Licensor: The Licensor shall indemnify and hold harmless the Licensee from any claims arising out of the Licensee's use of the Patent, except to the extent such claims result from the Licensee's breach of this agreement.
Indemnification by Licensee: The Licensee shall indemnify and hold harmless the Licensor from any claims arising out of the Licensee's use of the Patent, except to the extent such claims result from the Licensor's breach of this agreement.

10. Dispute Resolution

This section provides the mechanism for resolving disputes.

Arbitration: Any disputes arising out of or in connection with this agreement shall be resolved by arbitration in accordance with the rules of the [Arbitration Institution].
Governing Law: This agreement shall be governed by and construed in accordance with the laws of Kenya.

11. Governing Law

This section specifies the legal jurisdiction applicable to the agreement.

Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of Kenya.

12. Miscellaneous Provisions

This section includes various standard clauses.

Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
Amendments: Any amendments to this agreement must be in writing and signed by both parties.
Notices: Any notices required under this agreement shall be in writing and sent to the addresses specified in the Parties to the Agreement section.

13. Signatures

This section includes the signatures of the parties.

Licensor: [Name], [Title], [Date]
Licensee: [Name], [Title], [Date]

Conclusion

A well-drafted patent license agreement is crucial for protecting the interests of both the licensor and the licensee. This template provides a comprehensive structure that can be customized to fit the specific needs of the parties involved. It is advisable to consult with a legal professional to ensure that the agreement complies with all applicable laws and regulations in Kenya.