Intellectual Property Licence Agreement

INTELLECTUAL PROPERTY LICENCE AGREEMENT

THIS LICENCE AGREEMENT (the "Agreement") is made and entered into this ________ (the "Effective Date") by and between the following parties:

________, of the following address:

________

hereinafter referred to as (the "Licensor" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;

AND

________, of the following address:

________

hereinafter referred to as (the "Licensee" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.

The Licensor and Licensee may be individually referred to as the "Party" and collectively referred to as the "Parties".

WHEREAS

A. The Licensor is the owner of the Work particularly described in this Agreement and has agreed to grant the Licensee the right to use the Work.

B. The Licensee has accepted the right to use the Licensor's Work and has agreed to comply with the terms and conditions of this Agreement.

In consideration of the payment of the Licensing Fee for the use of the Work and the covenants contained herein, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

The following definitions shall apply to this Agreement:

"Agreement" means this Intellectual Property Assignment.

"Disclosing Party" means any Party who shares confidential or trade secret information with the Receiving Party under this Agreement.

"Derivative Work" means any work or works created by the Licensee that is based on the Licensor's original Work or a combination of the Licensor's Work or any other preexisting work.

"Effective Date" means the date of this Agreement.

"Intellectual Property Rights" means all the collective rights in relation to the Work and/or all Derivative Work. All title, interests and right over any trade secret, trade names, business names, domain names, registered trade marks, unregistered trade marks, designs, copyrights, inventions, computer programmes and/ or any original Work or any part of Derivative Works.

"Licence" has the same meaning as defined n clause 1 of this Agreement.

"Party" means either the Licensor or the Licensee.

"Parties" means the Licensor and Licensee collectively.

"Purpose" has the same meaning as defined in clause 2 of this Agreement.

"Receiving Party" means any Party who receives confidential or trade secret information from the Disclosing Party.

"Value Added Tax" means tax imposed on the sale and supply of goods and services in Nigeria in accordance with the Value Added Tax (Amendment) Act.

"VAT" means Value Added Tax.

"Work" means the work of intellectual property which is described as follows:

________

2. GRANT OF LICENCE

The Licensor is the owner and originator of the following intellectual property (the "Work"):

________

Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive licence to use the Work (the "Licence").

The Licensor shall deliver the Work to the Licensee in the following manner:

________

3. USE OF THE INTELLECTUAL PROPERTY

Except the Parties agree otherwise the Licence permits the Licensee to use the Licensor's Work for the following purpose (the "Purpose"):

________

The Licensee may not use the Work for any other purpose other than the Purpose described above except with the prior written consent of the Licensor.

The Licensee shall not at anytime, during or after the termination of this Agreement, do anything or permit an act of challenging, contesting or invalidating the rights of the Licensor to the Work.

4. LICENSING FEE

The Licensee shall pay the Licensing Fee of ₦________ (________) excluding VAT, which shall be a single and complete payment for the use of the Work.

Payment shall be made on ________.

The Licensing Fee shall be paid in cash.

If the Licensing Fee payable under this Agreement is not paid on the due date, the Licensee will be charged a late fee of ₦________ (________) for every day the Licensee is in default.

5. NON-ASSIGNMENT OF RIGHT

The Licensee hereby acknowledges and agrees that the right granted under this Agreement as a Licence and nothing in this Agreement shall be construed to be an assignment of the Licensor's right in the Work.

6. OBLIGATIONS OF THE LICENSEE

In addition to any obligation provided under this Agreement, the Licensee shall have the following obligations:

(I) to pay the Licensing Fee and all other fees payable under this Licence timeously;

(II) to use any Derivative Work created by the Licensee from the use of the Licensor's Work;

(III) to use the Work only in accordance with the Purpose for which this Licence was created;

(IV) to comply with the provisions of this Licence and all laws relating to the intellectual property licensed under this Agreement.

7. MODIFICATIONS

Unless a prior written consent of the Licensor is granted to the Licensee, the Licensee shall not modify, alter or otherwise change any part of the Work.

8. LICENSOR'S RIGHT TO USE DERIVATIVE WORKS

In the event that the Licensee creates any Derivative Work from the Licensor's Work, the Licensee grants to the Licensor an irrevocable, royalty free, non-transferable right to use the Derivative Work created by the Licensee provided that it does not restrict or limit the Licensee's right to use the Derivative Work.

9. WARRANTIES AND REPRESENTATIONS OF THE LICENSOR

The Licensor hereby makes the following warranties and representations to the Licensee:

(I) that the Licensor posses the entire rights and control of the Work being licensed under this Agreement;

(II) that the Licensor has the full legal authority and capacity to enter into and fulfill its obligations in this Agreement;

(III) that the Licensor has obtained the relevant authority to grant the Licence to the Licensee;

(IV) that except as disclosed, the Licensor's Work is free from any defect;

(V) that there are no threatened or existing claims, restrictions or legal impediments that may prevent the Licensor from fulfilling its obligations under this Agreement.

10. LICENSOR'S INDEMNITY

The Licensor agrees to indemnify and hold the Licensee harmless against any suit, action, damages, liabilities, expense of any kind whatsoever, loss, damage, judgement, settlements and any kind of loss that the Licensee may reasonably incur as a result of the Licensor's breach of the warranties contained in this Agreement.

11. WARRANTIES AND REPRESENTATIONS OF THE LICENSEE

The Licensee hereby makes the following warranties and representations to the Licensor:

(I) that the Licensee has the full legal right, authority and capacity to enter into and fulfill its obligations in this Agreement;

(II) that there are no restrictions or any legal impediment that may prevent the Licensee from fulfilling its obligations in this Agreement;

(III) that the Licensee has obtained the necessary approval or permission required to obtain this Licence;

(IV) that the Licensee shall not use the Work for any other purpose other than the Purpose described in this Agreement.

12. LICENSEE'S INDEMNITY

The Licensee agrees to indemnify and hold the Licensor harmless for all suits, actions, damages, liabilities, expenses, damages, settlements and any kind of loss reasonably incurred by the Licensor as a result of:

(I) the Licensee's use, operation or maintenance of the Work;

(II) the Licensee's loss or destruction of the Work;

(III) any breach committed by the Licensee or Licensee's employee's or agent of any law or regulation relating to the use of the Work;

(IV) any harm or injury suffered by any third party due to the Licensee's fault;

(V) any cost incurred by the Licensor in enforcing its rights under this Agreement, including all reasonable attorney fees.

13. DEFAULT

An event of default shall occur if:

(I) the Licensee fails to fulfill its obligations under this Agreement, including the obligation to pay its Licensing fee in due time;

(II) the Licensee uses the Work or permits the use of the Work in any manner other than the Purpose or manner described under this Agreement.

If any event of default occurs, the Licensor shall have the right to rescind this Agreement and recover all fees due at the date of termination. The Licensor shall in addition to injunctive reliefs, have the right to claim damages and other equitable reliefs.

If the Licence is terminated by either of the Parties before the normal expiration date due to the Licensee's default, the Licensee shall be liable to pay the sum of ₦________ (________) as penalty for the default.

14. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

If any Party discovers any violation of Intellectual Property Rights of the Parties, that Party shall notify the other Party of the infringement and both Parties shall take all necessary actions, including but not limited to execution of documents and institution of legal action against the infringing party to protect and enforce both Parties' Intellectual Property Rights.

15. TERM AND TERMINATION

The Licence shall commence on the Effective Date and automatically terminate on ________ except renewed by the Parties.

Upon termination, all rights granted to the Licensee under this Agreement, including the right to the use of the Work terminates automatically and the Licensee thereafter ceases to use the Work.

Immediately upon termination of this Agreement:

(I) Except as stated otherwise, all Intellectual Property Rights shall revert to the Licensor.

(II) The Licensee shall pay any outstanding Licensing Fees and all other fees that have accrued on the date of termination.

(III) The Licensee shall return all materials, documents, patterns, designs or all other materials or information regarding the use of the Work to the Licensor.

16 CONFIDENTIALITY OBLIGATIONS

The Parties acknowledge that by virtue of this Transaction, they may have access to non-public confidential information and may also possess Trade Secret Information regarding the business operation of the other Party. Consequently, each Party agrees that such information is valuable and agrees to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the disclosing party or receiving party. In such terms, this confidential provisions shall be binding on the receiving party and enforceable by the disclosing party.

Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:

(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;

(II) which enters the public domain through no fault of the Receiving Party;

(III) is given by the Disclosing Party to third parties without any restrictions;

(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or

(V) that is required by law to be disclosed.

Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.

The Parties hereby agree as follows:

(I) to take proper and reasonable measures to ensure the confidentiality of the confidential information under this Agreement;

(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Transaction without obtaining the express consent of the other Party;

(III) not to use the confidential information for any purpose other than the purpose for which this Agreement was made.

Each Party agrees not to disclose the trade secret information or confidential information during and after the termination of this Agreement for as long as it remains a trade secret.

17. FORCE MAJEURE

Neither party shall before the Completion Date be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by force majeure which for the purposes of this Agreement shall mean any circumstances:

(I) which is beyond a party's control;

(II) which such party could not have reasonably avoided or overcome; and

(III) which is not attributable to the other party.

Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:

(I) war, hostilities, or invasion;

(II) rebellion, terrorism, revolution, insurrection, military or usurped power;

(III) riot, civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.

18. ARBITRATION

The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.

Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.

The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:

________

The arbitration proceedings shall be held in: ________ and conducted in English language.

Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.

The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.

19. NOTICES

All notices or communication given or made under this Agreement shall be in writing. The addresses for service of notices shall be as follows:

In the case of the Licensor to:

________
Address: ________
Phone: ________
Email: ________

In the case of the Licensee, to:

________
Address: ________
Phone: ________
Email: ________

The notices shall be delivered either personally or mailed by a certified mail to the other Party's address. Any of such notice or communication shall be deemed to have been given if:

(I) sent by personal delivery, upon delivery at the address of the relevant Party;

(II) sent by courier service, upon receipt of confirmation of delivery;

(III) sent by facsimile, upon receipt of a confirmation of transmission.

Any Party may designate a different address by providing notice in writing to the other Party.

20. ASSIGNMENT

This Agreement shall be binding on successors of the Parties. The rights granted under this Agreement shall not be transferred, sold, assigned, sub-leased to any party without the consent of the other Party.

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25. APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the Laws, regulations or guidelines of the Federal Republic of Nigeria.

26. CUMULATIVE RIGHTS

The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.

27. FURTHER ASSURANCE

The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.

28. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.

SIGNED by the within named licensor

__________________________
________

in the presence of:

Name..................................................................................................................

Address..............................................................................................................

Occupation.........................................................................................................

Signature............................................................................................................

SIGNED by the within named Licensee

__________________________

________

in the presence of:

Name..................................................................................................................

Address..............................................................................................................

Occupation.........................................................................................................

Signature............................................................................................................