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 favour of the Licensor.
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.
In consideration of the licence granted under clause 3.1, the Licensee must pay the Licence Fee to the Licensor within <? echo $DAYS; ?> days of the Commencement Date. All fees and other amounts payable by the Licensee under this Agreement are exclusive of sales tax, value added tax and any other applicable taxes, duties, imposts and other similar charges (Taxes).
All Intellectual Property Rights in any Improvement will vest in the Licensor with effect from their creation. The Licensee must promptly disclose to the Licensor all Confidential Information relating to or subsisting in all Improvements. For so long as the Licensee is not in breach of this Agreement all Improvements will be deemed included in the Licensed IP and will be licensed by the Licensor to the Licensee on the terms of this Agreement.
The Licensee must do all things and sign all documents (including formal assignment documents) as may be necessary to vest, confirm and record the ownership rights of the Licensor in accordance with clause 3.3.
The Licensee must not, whether directly or indirectly, take any action which may challenge the validity or ownership of the Licensed IP or the Improvements of the Licensor.
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