Patent / Technology License Agreement whereby the Licensor grants the Licensee a limited range of rights (no right to sub-license) to use the invention / patent works for specific purposes. This is drafted in Neutral Form.
The Licensor has the rights to certain intellectual property relating to [INVENTION] (the Technology).
The Licensee wishes to obtain a licence to use that technology for the purpose of [PURPOSE].
The Licensor agrees to grant to the Licensee, and the Licensee agrees to accept, a licence to use the Licensed IP on the terms and conditions of this Agreement.
The Licensor warrants as at the Commencement Date that to the best of its knowledge and belief:
(a) it is the owner of the Licensed IP or is otherwise authorised to grant the licence set out in this Agreement;
(b) it has the right to grant the licence of the Licensed IP under this Agreement.
Disclosure of Licensed IP
The Licensor must, to the extent it has not already done so, disclose all Licensed IP to within 14 days of the Commencement Date.
The Licensor may provide the Licensee with such training, technical assistance and consultancy services as are reasonably requested by the Licensee, subject to payment in accordance with the usual consulting rates and on its standard consulting terms and conditions from time to time.
The Licensee undertakes that:
(a) it shall use the Licensed IP only in relation to the Purpose;
(b) it shall conform to any statutory or other regulatory requirements in respect of them which may be applicable from time to time within the territory where they are licensed.
The Licensee warrants that:
(a) it has undertaken its own investigations in relation to the Technology and the Licensed IP, and
(b) it has the capacity to comply with its obligations under this Agreement
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