INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Intellectual Property License Agreement (the "Agreement") is made on this ________ ("Effective Date")
BY AND BETWEEN
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Licensor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
AND
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Licensee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
(The Licensor and the Licensee shall hereinafter individually referred to as "Party" and collectively as "Parties")
RECITALS
WHEREAS, the Licensor owns all right, title, and interest in and to a certain object of intellectual property ("IP");
WHEREAS, Licensor is willing to grant a License in and to said IP;
WHEREAS, Licensee wishes to use the said IP for the Purpose mentioned under this Agreement.
NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Licensor shall provide the License to the Licensee and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
(a). "Agreement" means this Intellectual Property License Agreement.
(b). "Agreement Date" means the date marked at the beginning of this document (________).
(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
(d). "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in India or in the state where the office of either Party is located.
(e). "Commencement Date" means ________.
(f). "Derivative IPs" means works that are an adaptation of the IP that reproduce a substantial part of the IP or combine the IP with other pre-existing work.
(g). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
(h). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.
(i). "IP" means Intellectual Property as prescribed under this Agreement:
(j). "Intellectual Property Rights"/"IPR" means, in relations to the IP, or any part, summary or derivation of the IP, all present and all future right title and interest in or to any confidential information, logos, brand names, business names, trade names, domain names, registered designs, unregistered designs, copyrights, patents, service marks, business know-how, inventions, computer programs, business systems or other related information.
(k). "License" has the meaning as defined under the clause "Grant of License".
(l). "Term" means the period during which the Licensor has provided/shall provide License in terms of this Agreement which shall be the period as specified in Clause on (Term and Termination) of this Agreement.
2. INTERPRETATION
(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(b). Unless the context otherwise requires, in this Agreement:
(c). words using the singular or plural number also include the plural or singular number, respectively;
(d). words denoting any gender shall include all genders;
(e). the words "written" and "in writing" include any means of visible reproduction;
(f). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
(g). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
(h). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority; and
(i). references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
3. GRANT OF LICENSE
(a). The Licensor grants the following property ("IP"):
Type of IP: Trademark.
Registration Number: ________.
Registeration Date: ________.
(b). In accordance with this Agreement, the Licensor grants the Licensee a Non-Exclusive License to use the IP ("License"). During the Term of this Agreement, Licensor shall retain the sole and absolute right to grant other non-exclusive Licenses for some or all of IP, to other entities not affiliated with Licensee.
(c). The Licence permits the Licensee to use the IP for the following purpose "Purpose":
________
(d). The Licensee may not use the IP for any purpose other than the Purpose described under the preceding clause hereof, except with the Licensor's express written permission.
(e). The grant of License is limited to the territory of India.
(f). Except as otherwise expressly provided in this Agreement, the Licensor retains all rights, titles, interests, and licenses in the IP which are not expressly granted under this Agreement.
4. SUB-LICENSE
(a). Licensor does not grant to Licensee, and nothing in this Agreement shall be construed as granting to Licensee, the right to license, sublicense or authorize others to use the IP.
5. MODIFICATIONS
(a). The Licensee shall not make any modification or changes to the IP in any situation. Such changes or alteration will be treated as a material breach of this Agreement.
6. CONSIDERATION
(a). The Licensee shall pay to the Licensor a fee for using the License, which shall be a one-time flat payment of Rs ________(________). The payment shall be made using Netbanking.
(b). The one-time flat payment should be paid upfront at the time the Licensor grants the License to the Licensee.
(c). Any payments by the Licensee that are not paid on or before the date such payments are due under this Agreement, the Licensee shall be liable to the following penalty: ________% per annum from the unpaid sum.
(d). Payment of such interest by Licensee will not limit, in any way, the Licensor's right to exercise any other remedies as a consequence of delay in payment.
(e). The cost of registration, notarization and stamp duty will be borne equally by the Licensor and the Licensee.
7. GOODS AND SERVICES TAX
(a). Unless otherwise explicitly agreed to by each of the Parties, the fee for License payable under this Agreement excludes GST.
(b). The Licensee must pay the GST Amount to the Licensor at the same time and in the same manner as the fee for the License is payable.
(c). Any obligation on the Licensee to pay the GST Amount under this clause is conditional on the Licensor providing to the LIcensee a valid tax invoice in accordance with GST law.
8. REVIEW AND AUDIT
(a). The Licensor shall have the right to assess and verify the accuracy of reports submitted by the Licensee. The audits may be conducted by the Licensor, its representative, designated third-Party auditors or any other Governmental Authority.
(b). To the extent possible, Licensor will give notice of its intention to carry out the audit, however, this does not preclude Licensor from conducting a surprise audit without any notice or intimation to the Licensee.
(c). Information pertaining to the business of the Licensee not pertaining to the License will be excluded from the scope of this clause.
9. OWNERSHIP AND INFRINGEMENT OF IP
(a). Licensee acknowledges and agrees that the IP including, without limitation, the marks and the goodwill associated with the IP, are owned by Licensor and are the exclusive property of the Licensor. Licensee will retain the goodwill in its business apart from the goodwill associated with the use of IP.
(b). Licensee further acknowledges and agrees that upon the termination of this Agreement all of Licensee's rights in the IP shall cease, and Licensee shall have no interest in or right to use any of the IP, including but not limited to proprietary management systems or any trade secrets which may have come into possession of Licensee.
(c). Licensee will not in any manner represent that it owns the IP or any part or component of the IP, and Licensee hereby acknowledges that its use of IP shall not create any right, title, or interest in or to the IP in favour of Licensee, but all use by Licensee of the IP shall inure to the sole benefit and be on behalf of Licensor.
(d). Should Licensee use any part or component of the IP or create any expansion or modification in violation of this Agreement, Licensee shall execute and deliver to Licensor and assignment of all rights Licensee might have created in any work, trademark, or other IP right using or including IP together with any goodwill associated with IP for such expansion or modification.
(e). Licensee further acknowledges and agrees that Licensee will not at any time do, or cause to be done, any act or thing to contest, oppose, seek to invalidate or any way impair or intend to impair the validity or enforceability of any applications, registration, or rights in or for the IP or any of Licensor's exclusive right, title, and interest in the IP.
(f). During the Term of this Agreement, the Licensee shall promptly notify Licensor in writing of any suspected or actual infringement of the IPs as may come to Licensee's attention.
(g). In case of any suspected or actual infringement, Licensor has the right, but not the duty, to take any legal action or other measures to protect the IP against such infringement. Licensee shall cooperate with Licensor in any such actions or measures at Licensor's request and sole expense.
(h). In action brought by Licensor in this regard, Licensor shall retain full control thereof, including settlement or other disposition of the action; and any recovery shall be at the sole discretion of the Licensor.
10. LICENSOR WARRANTIES
(a). The Licensor hereby provides the following warranties ("Licensor Warranties"):
(I). That the Licensor has the full legal authority and capacity to enter this Agreement.
(II). That the Licensor owns or controls the IP which the Licensor is issuing under this Agreement.
(III). That the Licensor has the full legal authority to provide the IP to the Licensee.
(IV). That there are no restrictions, legal or otherwise, which prevent the LIcensor from entering this Agreement.
(V). That this Agreement and IP is not in violation of any Agreements or infringe the intellectual property rights of any third party.
(VI). There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Licensee's ability to use the IP.
(VII). In case there is any violation of the aforementioned warrants by the Licensor, the Licensor shall:
________
11. LICENSEE WARRANTIES
(a). The Licensee hereby provides the following warranties ("Licensee Warranties"):
(I). That the Licensee has the full legal authority and capacity to enter into and fully perform this Agreement with Licensor.
(II). That the Licensee will only use the IP in accordance with the License granted under this Agreement.
(III). That the Licensee will take necessary steps and follow instructions provided by the Licensor necessary to preserve goodwill and reputation associated with the IP.
(IV). That the Licensee shall at all times during the Term of this Agreement comply with and shall cause each of its affiliates as well as agents, contractors or consultants providing promotional, marketing, or regulatory filing services to Licensee to comply with the policies and standards of the Licensor for using the IP.
12. TERM AND TERMINATION
(I). This term of this agreement is till the date of ________.
(II). The term of this Agreement shall be automatically renewed unless at least ________ days prior to the end of the then-current term of this Agreement, either the Licensor or Licensee give notice to other Party not to extend this Agreement.
(a). Termination for convenience
(III). Either Party may terminate the Agreement for convenience by serving a prior written notice of ________ upon the Other Party to the address or email provided under this Agreement.
(IV). No termination cost/charges shall be payable on account of termination for convenience, except for the pending undisputed fee payable by the Licensee to the Licensor till the effective date of termination or refund of such fee received in advance by the Licensor from the Licensee.
(b). Termination for breach
(I). Either Party shall have a right to terminate this Agreement on account of a material breach by the other Party if such material breach is not rectified within the cure period of ________ days from the date of receipt of notice for rectification.
(II)The material breach includes breach of representation and warranties provided in this Agreement or breach of confidentiality obligations under this Agreement; winding up of a Party or a petition for winding up been presented or order for winding up been passed against a Party; a Party ceased to be in a position to pay its debts as and when they come due and payable or suspends the payment of its debts or ceases or threatens to carry on its business; a trustee, voluntary administrator, receiver, liquidator or provisional liquidator is appointed for all or any part of a Party's assets or undertakings and such appointment is not dismissed, reversed, vacated or stayed within 60 days of such appointment; dilution of either Party.
(c). Consequences of termination
(I). In the event this Agreement is terminated by a Party due to a Material Breach by the other, the non-breaching Party reserves the right to claim any direct damages that may be sustained by it as a result of the material breach. For the avoidance of doubt, the remedies available to the Parties under this clause are in addition to any other remedy available to them under this Agreement or under Applicable Laws.
(II). Upon termination of this Agreement, the Parties shall return and shall cease to use any property belonging to the other Party which is in its possession or under its control, including any intellectual property, documents, records, media in which confidential information of other Party is embedded provided such return shall not release such Party from its obligations under this Agreement.
(III). Termination of this Agreement shall not release either Party from its obligations arising under this Agreement prior to the effective date of termination.
13. INDEMNIFICATION
(a). Mutual Indemnification
Each Party (referred to as the "Indemnifying Party") shall indemnify and agrees to defend and to keep the other Party (referred to as the "Indemnified Party") indemnified and harmless from and against any and all losses incurred/suffered by the Indemnified Party, raising from or incurred in connection with or relating to, any third party claims with respect to the following:
(I). any breach of confidentiality provisions;
(II). injuries, including bodily injury, death, or damage to property (including theft) occasioned by, or alleged to have been occasioned by the acts or commissions of the Indemnifying Party or any of its employees or representatives, whether negligent, willful or otherwise;
(III). Indemnifying Party's failure to comply with any applicable law resulting in losses to the Indemnified Party;
(IV). any act of commission or omission including fraud, willful default or gross negligence by or on the part of an Indemnifying Party or any of its employees or representatives, comprising without limitation any fines and penalties imposed by any Governmental Authority.
(V). The indemnification rights of the Indemnified Party under this Agreement are independent of and in addition to, such rights and remedies as the Indemnified Party may have at law or in equity or otherwise, including the right to seek specific performance, recession, other injective relief, none which rights or remedies shall be affected or diminished thereby.
(VI). The provisions of this clause shall survive the termination and/or expiry of this Agreement.
14. CONFIDENTIAL INFORMATION
(a). The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party"), belonging to other Party (hereinafter referred to as "Disclosing Party"). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (a) any information having been disclosed prior to the date of this Agreement; (b) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (c) this Agreement or any terms and conditions thereof.
(b). Confidential Information shall not include any information that (a) is or becomes publicly available without breach of the terms of this Agreement; (b) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (c) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.
(c). Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.
(d). The Receiving Party agrees and covenants with the Disclosing Party (a) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (b) to use the same solely for the purpose as envisaged under this Agreement; (c) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.
(e). The Receiving Party shall return to the Disclosing Party the Confidential Information in possession of the Receiving Party on expiry or termination of this Agreement. Alternatively, subject to the Disclosing Party's written consent, the Receiving Party may destroy all Confidential Information and certify such destruction in writing to the Disclosing Party.
(f). These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of ________.
15. FORCE MAJEURE
(a). "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:
(I). act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
(II). war, hostiles, invasion, the act of foreign enemies, requisition or embargo;
(III). rebellion, revolution, insurrection or military power, civil war;
(IV). riot, commotions, strikes;
(V). act or threats of terrorism, and pandemic.
(b). The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.
(c). Upon the occurrence of a Force Majeure Event, the non-performing Party/ affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and whatever extent possible without delay.
(d). The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.
16. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
For Licensor:
Address: ________
Email: ________
For Licensee:
Address: ________
Email: ________
17. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
18. NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.
19. HEADINGS
The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
20. INTERPRETATION
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.
21. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.
22. DISPUTES
Both the Parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The Parties shall mutually appoint the single Arbitrator. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
23. LEGAL FEE AND COSTS
In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
24. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
25. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute the same instrument.
26. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on ________.
FOR LICENSOR:
________
Authorized Signatory: ________ (________)
Date:
Signature:
FOR LICENSEE
________
Authorized Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name:
Govt. ID Name & No.:
Signature:
WITNESS-2
Name:
Govt. ID Name & No.:
Signature:
SCHEDULE-A
(Details of Licensed Property)
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Intellectual Property License Agreement (the "Agreement") is made on this ________ ("Effective Date")
BY AND BETWEEN
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Licensor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
AND
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Licensee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
(The Licensor and the Licensee shall hereinafter individually referred to as "Party" and collectively as "Parties")
RECITALS
WHEREAS, the Licensor owns all right, title, and interest in and to a certain object of intellectual property ("IP");
WHEREAS, Licensor is willing to grant a License in and to said IP;
WHEREAS, Licensee wishes to use the said IP for the Purpose mentioned under this Agreement.
NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Licensor shall provide the License to the Licensee and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
(a). "Agreement" means this Intellectual Property License Agreement.
(b). "Agreement Date" means the date marked at the beginning of this document (________).
(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
(d). "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in India or in the state where the office of either Party is located.
(e). "Commencement Date" means ________.
(f). "Derivative IPs" means works that are an adaptation of the IP that reproduce a substantial part of the IP or combine the IP with other pre-existing work.
(g). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
(h). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.
(i). "IP" means Intellectual Property as prescribed under this Agreement:
(j). "Intellectual Property Rights"/"IPR" means, in relations to the IP, or any part, summary or derivation of the IP, all present and all future right title and interest in or to any confidential information, logos, brand names, business names, trade names, domain names, registered designs, unregistered designs, copyrights, patents, service marks, business know-how, inventions, computer programs, business systems or other related information.
(k). "License" has the meaning as defined under the clause "Grant of License".
(l). "Term" means the period during which the Licensor has provided/shall provide License in terms of this Agreement which shall be the period as specified in Clause on (Term and Termination) of this Agreement.
2. INTERPRETATION
(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(b). Unless the context otherwise requires, in this Agreement:
(c). words using the singular or plural number also include the plural or singular number, respectively;
(d). words denoting any gender shall include all genders;
(e). the words "written" and "in writing" include any means of visible reproduction;
(f). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
(g). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
(h). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority; and
(i). references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
3. GRANT OF LICENSE
(a). The Licensor grants the following property ("IP"):
Type of IP: Trademark.
Registration Number: ________.
Registeration Date: ________.
(b). In accordance with this Agreement, the Licensor grants the Licensee a Non-Exclusive License to use the IP ("License"). During the Term of this Agreement, Licensor shall retain the sole and absolute right to grant other non-exclusive Licenses for some or all of IP, to other entities not affiliated with Licensee.
(c). The Licence permits the Licensee to use the IP for the following purpose "Purpose":
________
(d). The Licensee may not use the IP for any purpose other than the Purpose described under the preceding clause hereof, except with the Licensor's express written permission.
(e). The grant of License is limited to the territory of India.
(f). Except as otherwise expressly provided in this Agreement, the Licensor retains all rights, titles, interests, and licenses in the IP which are not expressly granted under this Agreement.
4. SUB-LICENSE
(a). Licensor does not grant to Licensee, and nothing in this Agreement shall be construed as granting to Licensee, the right to license, sublicense or authorize others to use the IP.
5. MODIFICATIONS
(a). The Licensee shall not make any modification or changes to the IP in any situation. Such changes or alteration will be treated as a material breach of this Agreement.
6. CONSIDERATION
(a). The Licensee shall pay to the Licensor a fee for using the License, which shall be a one-time flat payment of Rs ________(________). The payment shall be made using Netbanking.
(b). The one-time flat payment should be paid upfront at the time the Licensor grants the License to the Licensee.
(c). Any payments by the Licensee that are not paid on or before the date such payments are due under this Agreement, the Licensee shall be liable to the following penalty: ________% per annum from the unpaid sum.
(d). Payment of such interest by Licensee will not limit, in any way, the Licensor's right to exercise any other remedies as a consequence of delay in payment.
(e). The cost of registration, notarization and stamp duty will be borne equally by the Licensor and the Licensee.
7. GOODS AND SERVICES TAX
(a). Unless otherwise explicitly agreed to by each of the Parties, the fee for License payable under this Agreement excludes GST.
(b). The Licensee must pay the GST Amount to the Licensor at the same time and in the same manner as the fee for the License is payable.
(c). Any obligation on the Licensee to pay the GST Amount under this clause is conditional on the Licensor providing to the LIcensee a valid tax invoice in accordance with GST law.
8. REVIEW AND AUDIT
(a). The Licensor shall have the right to assess and verify the accuracy of reports submitted by the Licensee. The audits may be conducted by the Licensor, its representative, designated third-Party auditors or any other Governmental Authority.
(b). To the extent possible, Licensor will give notice of its intention to carry out the audit, however, this does not preclude Licensor from conducting a surprise audit without any notice or intimation to the Licensee.
(c). Information pertaining to the business of the Licensee not pertaining to the License will be excluded from the scope of this clause.
9. OWNERSHIP AND INFRINGEMENT OF IP
(a). Licensee acknowledges and agrees that the IP including, without limitation, the marks and the goodwill associated with the IP, are owned by Licensor and are the exclusive property of the Licensor. Licensee will retain the goodwill in its business apart from the goodwill associated with the use of IP.
(b). Licensee further acknowledges and agrees that upon the termination of this Agreement all of Licensee's rights in the IP shall cease, and Licensee shall have no interest in or right to use any of the IP, including but not limited to proprietary management systems or any trade secrets which may have come into possession of Licensee.
(c). Licensee will not in any manner represent that it owns the IP or any part or component of the IP, and Licensee hereby acknowledges that its use of IP shall not create any right, title, or interest in or to the IP in favour of Licensee, but all use by Licensee of the IP shall inure to the sole benefit and be on behalf of Licensor.
(d). Should Licensee use any part or component of the IP or create any expansion or modification in violation of this Agreement, Licensee shall execute and deliver to Licensor and assignment of all rights Licensee might have created in any work, trademark, or other IP right using or including IP together with any goodwill associated with IP for such expansion or modification.
(e). Licensee further acknowledges and agrees that Licensee will not at any time do, or cause to be done, any act or thing to contest, oppose, seek to invalidate or any way impair or intend to impair the validity or enforceability of any applications, registration, or rights in or for the IP or any of Licensor's exclusive right, title, and interest in the IP.
(f). During the Term of this Agreement, the Licensee shall promptly notify Licensor in writing of any suspected or actual infringement of the IPs as may come to Licensee's attention.
(g). In case of any suspected or actual infringement, Licensor has the right, but not the duty, to take any legal action or other measures to protect the IP against such infringement. Licensee shall cooperate with Licensor in any such actions or measures at Licensor's request and sole expense.
(h). In action brought by Licensor in this regard, Licensor shall retain full control thereof, including settlement or other disposition of the action; and any recovery shall be at the sole discretion of the Licensor.
10. LICENSOR WARRANTIES
(a). The Licensor hereby provides the following warranties ("Licensor Warranties"):
(I). That the Licensor has the full legal authority and capacity to enter this Agreement.
(II). That the Licensor owns or controls the IP which the Licensor is issuing under this Agreement.
(III). That the Licensor has the full legal authority to provide the IP to the Licensee.
(IV). That there are no restrictions, legal or otherwise, which prevent the LIcensor from entering this Agreement.
(V). That this Agreement and IP is not in violation of any Agreements or infringe the intellectual property rights of any third party.
(VI). There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Licensee's ability to use the IP.
(VII). In case there is any violation of the aforementioned warrants by the Licensor, the Licensor shall:
________
11. LICENSEE WARRANTIES
(a). The Licensee hereby provides the following warranties ("Licensee Warranties"):
(I). That the Licensee has the full legal authority and capacity to enter into and fully perform this Agreement with Licensor.
(II). That the Licensee will only use the IP in accordance with the License granted under this Agreement.
(III). That the Licensee will take necessary steps and follow instructions provided by the Licensor necessary to preserve goodwill and reputation associated with the IP.
(IV). That the Licensee shall at all times during the Term of this Agreement comply with and shall cause each of its affiliates as well as agents, contractors or consultants providing promotional, marketing, or regulatory filing services to Licensee to comply with the policies and standards of the Licensor for using the IP.
12. TERM AND TERMINATION
(I). This term of this agreement is till the date of ________.
(II). The term of this Agreement shall be automatically renewed unless at least ________ days prior to the end of the then-current term of this Agreement, either the Licensor or Licensee give notice to other Party not to extend this Agreement.
(a). Termination for convenience
(III). Either Party may terminate the Agreement for convenience by serving a prior written notice of ________ upon the Other Party to the address or email provided under this Agreement.
(IV). No termination cost/charges shall be payable on account of termination for convenience, except for the pending undisputed fee payable by the Licensee to the Licensor till the effective date of termination or refund of such fee received in advance by the Licensor from the Licensee.
(b). Termination for breach
(I). Either Party shall have a right to terminate this Agreement on account of a material breach by the other Party if such material breach is not rectified within the cure period of ________ days from the date of receipt of notice for rectification.
(II)The material breach includes breach of representation and warranties provided in this Agreement or breach of confidentiality obligations under this Agreement; winding up of a Party or a petition for winding up been presented or order for winding up been passed against a Party; a Party ceased to be in a position to pay its debts as and when they come due and payable or suspends the payment of its debts or ceases or threatens to carry on its business; a trustee, voluntary administrator, receiver, liquidator or provisional liquidator is appointed for all or any part of a Party's assets or undertakings and such appointment is not dismissed, reversed, vacated or stayed within 60 days of such appointment; dilution of either Party.
(c). Consequences of termination
(I). In the event this Agreement is terminated by a Party due to a Material Breach by the other, the non-breaching Party reserves the right to claim any direct damages that may be sustained by it as a result of the material breach. For the avoidance of doubt, the remedies available to the Parties under this clause are in addition to any other remedy available to them under this Agreement or under Applicable Laws.
(II). Upon termination of this Agreement, the Parties shall return and shall cease to use any property belonging to the other Party which is in its possession or under its control, including any intellectual property, documents, records, media in which confidential information of other Party is embedded provided such return shall not release such Party from its obligations under this Agreement.
(III). Termination of this Agreement shall not release either Party from its obligations arising under this Agreement prior to the effective date of termination.
13. INDEMNIFICATION
(a). Mutual Indemnification
Each Party (referred to as the "Indemnifying Party") shall indemnify and agrees to defend and to keep the other Party (referred to as the "Indemnified Party") indemnified and harmless from and against any and all losses incurred/suffered by the Indemnified Party, raising from or incurred in connection with or relating to, any third party claims with respect to the following:
(I). any breach of confidentiality provisions;
(II). injuries, including bodily injury, death, or damage to property (including theft) occasioned by, or alleged to have been occasioned by the acts or commissions of the Indemnifying Party or any of its employees or representatives, whether negligent, willful or otherwise;
(III). Indemnifying Party's failure to comply with any applicable law resulting in losses to the Indemnified Party;
(IV). any act of commission or omission including fraud, willful default or gross negligence by or on the part of an Indemnifying Party or any of its employees or representatives, comprising without limitation any fines and penalties imposed by any Governmental Authority.
(V). The indemnification rights of the Indemnified Party under this Agreement are independent of and in addition to, such rights and remedies as the Indemnified Party may have at law or in equity or otherwise, including the right to seek specific performance, recession, other injective relief, none which rights or remedies shall be affected or diminished thereby.
(VI). The provisions of this clause shall survive the termination and/or expiry of this Agreement.
14. CONFIDENTIAL INFORMATION
(a). The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party"), belonging to other Party (hereinafter referred to as "Disclosing Party"). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (a) any information having been disclosed prior to the date of this Agreement; (b) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (c) this Agreement or any terms and conditions thereof.
(b). Confidential Information shall not include any information that (a) is or becomes publicly available without breach of the terms of this Agreement; (b) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (c) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.
(c). Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.
(d). The Receiving Party agrees and covenants with the Disclosing Party (a) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (b) to use the same solely for the purpose as envisaged under this Agreement; (c) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.
(e). The Receiving Party shall return to the Disclosing Party the Confidential Information in possession of the Receiving Party on expiry or termination of this Agreement. Alternatively, subject to the Disclosing Party's written consent, the Receiving Party may destroy all Confidential Information and certify such destruction in writing to the Disclosing Party.
(f). These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of ________.
15. FORCE MAJEURE
(a). "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:
(I). act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
(II). war, hostiles, invasion, the act of foreign enemies, requisition or embargo;
(III). rebellion, revolution, insurrection or military power, civil war;
(IV). riot, commotions, strikes;
(V). act or threats of terrorism, and pandemic.
(b). The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.
(c). Upon the occurrence of a Force Majeure Event, the non-performing Party/ affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and whatever extent possible without delay.
(d). The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.
16. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
For Licensor:
Address: ________
Email: ________
For Licensee:
Address: ________
Email: ________
17. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
18. NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.
19. HEADINGS
The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
20. INTERPRETATION
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.
21. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.
22. DISPUTES
Both the Parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The Parties shall mutually appoint the single Arbitrator. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
23. LEGAL FEE AND COSTS
In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
24. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
25. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute the same instrument.
26. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on ________.
FOR LICENSOR:
________
Authorized Signatory: ________ (________)
Date:
Signature:
FOR LICENSEE
________
Authorized Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name:
Govt. ID Name & No.:
Signature:
WITNESS-2
Name:
Govt. ID Name & No.:
Signature:
SCHEDULE-A
(Details of Licensed Property)
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