LICENSING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Licensing Agreement ("the Agreement") is made and entered into this ________ day of ___________________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation, organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by its ________, hereinafter referred to as the Licensor
- and -
________, a stock corporation organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by ________, hereinafter referred to as the Licensee
WHEREAS, ________ has been appointed and authorized by Licensor to sign this Agreement on its behalf pursuant to the board resolution dated ________ as certified by the attached Secretary's Certificate dated ________;
WHEREAS, ________ has been appointed and authorized by Licensee to sign this Agreement on its behalf pursuant to the board resolution dated ________ as certified by the attached Secretary's Certificate dated ________;
WHEREAS, Licensor owns all rights, title, and interest in and to a certain work of intellectual property (the "Work"), as defined below;
WHEREAS, Licensee wishes to use the Work;
WHEREAS, Licensor is willing and has the power and authority to grant Licensee the right, privilege, and license to use the Work;
NOW THEREFORE, in consideration of the promises and mutual covenants set forth in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. GRANT OF LICENSE
A. The Work. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive right and license to use the Work, as described below:
________
B. Use of the Work. The License provides the limited right to reproduce, publicly display, and distribute the Work only for the terms agreed upon in this Agreement. The Work used for any purpose not directly related to these terms must be with the express written permission from the Licensor and may include the payment of additional fees unless otherwise agreed to in writing.
Licensee may use the Work only in the following manner:
________
C. Territory. This grant of license only applies to the following defined geographic area:
________
D. Modifications. Licensee shall obtain Licensor's prior written approval before making any changes or alterations to the Work.
II. FEES
For use of the Work as provided in this Agreement, Licensee shall pay Licensor a one-time payment of ________ (₱________) on or before the execution of this Agreement. All fees are inclusive of the Value-Added Tax, if applicable.
All Philippine taxes relating to this Agreement shall be borne by the Licensor.
III. RIGHT, INTEREST, AND TITLE
The Parties agree that, as between the Parties, Licensor is the sole owner of the Work.
If there is a systematic transfer of knowledge under this Agreement, Licensor shall provide Licensee with continued access to improvements in techniques and processes related to the Work during the term of this Agreement.
IV. LICENSOR RIGHTS TO USE DERIVATIVE WORKS
In the event that Licensee creates derivative works, then, as of the Effective Date, Licensee grants back to Licensor a non-exclusive, non-transferable, royalty-free license to use any derivative work of the Work that Licensee may create. Provided, that said license back shall not limit Licensee's rights and public rights under this Agreement.
V. TERM
The Agreement shall commence on ________ (the "Effective Date") and shall continue in full force and effect until ________ or until the expiration of the registration of the Work.
VI. CONFIDENTIALITY
A. The Licensee hereby acknowledges and agrees that during the term of this Agreement, the Licensee may have access to information that is confidential and/or commercially valuable to the Licensor ("Confidential Information") which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Licensor;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans or ideas developed by the Licensor or on its behalf, or used by the Licensor, whether relating specifically to the Licensor's business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
B. Confidential information shall not include information which:
1. was known or in the possession of the Licensee before it was provided to the Licensee by the Licensor, provided that it was known or in possession of the Licensee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not Licensee was a party to such other agreement or obligation);
2. is, or becomes, publicly available through no fault of the Licensee;
3. is provided to the Licensee without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
4. is provided to the Licensee by Licensor and is marked "Non-Confidential"; or
5 is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Licensor is first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
C. If there is any doubt as to whether any particular information constitutes Confidential Information, Licensee should presume it is Confidential Information, until Licensee obtains explicit confirmation from Licensor that it is not Confidential Information.
D. Licensee shall keep the Confidential Information confidential and secret.
E. Licensee shall only use the Confidential Information in accordance with the Licence created under this Agreement.
F. Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Licensor.
G. Licensee will not copy or modify and Confidential Information without the prior written consent of Licensor, or as expressly permitted in accordance with this Agreement.
H. Licensee shall promptly advise the Licensor if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
I. Licensee shall not disclose any Confidential Information to any employees of the Licensee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Licensor.
J. This clause will survive termination or expiration of this Agreement.
VII. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
Each Party shall immediately notify the other Party after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation, or other unauthorized use or conduct in derogation of the Work.
Licensor shall have the sole and exclusive right to begin and to control all matters relating to any legal action or seek any remedy in regard to any infringement and shall bear the costs thereto. All damages, compensation, and compromises of any kind recovered from any such action or relating to any and all infringement will be for the benefit of the Licensor.
Nothing herein shall be deemed to require Licensor to enforce the Intellectual Property Rights to the Work against any third party.
Licensee shall cooperate fully and in good faith with Licensor in protecting, securing, or preserving Licensor's rights to the Work. Licensee likewise releases Licensor from any claim of any nature that is based on or arising from Licensor's decisions or actions regarding the prosecution and maintenance of any action concerning the Work.
VIII. TERMINATION
This Agreement shall automatically end on ________.
Upon a material breach of this Agreement by either Party, the other Party may terminate this Agreement provided that such termination shall only be effective upon a written notice of the breach to the breaching Party and said breach is not cured within Thirty (30) Days from the date of said written notice. Material breaches include, but is not limited, to:
A. Licensee's failure to pay the Fees;
B. Licensee's use of the Work contrary to the terms and conditions of this Agreement;
C. Either Party's assignment or attempt to assign any rights granted herein to a third party without the other Party's written consent, except as allowed under this Agreement.
Either Party may, at its option, likewise terminate this Agreement if the other Party:
A. Is declared insolvent, enters into administration or liquidation; or
B. Undergoes a substantial change in ownership, whether by merger, acquisition, consolidation, or otherwise.
Upon the termination of this Agreement for any reason, Licensee shall cease and discontinue all use of the Work within the following period from the date of such termination: ________.
Upon the termination or expiration of the registration of the Work by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist except those obligations on Confidentiality and Indemnity.
IX. INDEMNITY
Licensee shall indemnify and hold harmless Licensor and its directors, officers, employees, agents, and representatives from any and all damages, losses, penalties, costs, and expenses, including attorney's fees, arising out of Licensee's breach of any term or condition of this Agreement.
X. 58885258 82 852855
5588 825222222 85588 82 8825822 22 252 8588288258 22 282525 25522.
5588 825222222 252 82 58882225 5222 252 8582222 25825 8228222 22 252 22525 25522 25288525 2552 28822825 252 588822 522 2252822 22 2588 825222222 22 522 255855825 25 2552822522 25 58882222 22 252 2252.
XI. 5522885582 888525855 888 8885558882 8855
552 2552828 52522 22 2528522 8585 22525 528522228 58 552 5258225882 525 228288552 225 252 252225 82282222252822 22 2588 825222222.
XII. 8222588825 282
5588 825222222 85588 82 22825225 82 525 822825525 82 5882555282 8825 252 8588 22 252 82258888 22 252 25888228228.
XIII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party against whom the waiver is to be effective. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XIV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XVI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XVII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XVIII. VENUE OF ACTION
All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts where the Licensee has their principal place of business to the exclusion of all other courts.
XIX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Licensor and Licensee and supersedes all prior negotiations, representations, agreements, either oral or written.
XX. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Licensor
By:
________
Authorized Representative
________
Licensee
By:
________
Authorized Representative
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Licensing Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
LICENSING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Licensing Agreement ("the Agreement") is made and entered into this ________ day of ___________________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation, organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by its ________, hereinafter referred to as the Licensor
- and -
________, a stock corporation organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by ________, hereinafter referred to as the Licensee
WHEREAS, ________ has been appointed and authorized by Licensor to sign this Agreement on its behalf pursuant to the board resolution dated ________ as certified by the attached Secretary's Certificate dated ________;
WHEREAS, ________ has been appointed and authorized by Licensee to sign this Agreement on its behalf pursuant to the board resolution dated ________ as certified by the attached Secretary's Certificate dated ________;
WHEREAS, Licensor owns all rights, title, and interest in and to a certain work of intellectual property (the "Work"), as defined below;
WHEREAS, Licensee wishes to use the Work;
WHEREAS, Licensor is willing and has the power and authority to grant Licensee the right, privilege, and license to use the Work;
NOW THEREFORE, in consideration of the promises and mutual covenants set forth in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. GRANT OF LICENSE
A. The Work. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive right and license to use the Work, as described below:
________
B. Use of the Work. The License provides the limited right to reproduce, publicly display, and distribute the Work only for the terms agreed upon in this Agreement. The Work used for any purpose not directly related to these terms must be with the express written permission from the Licensor and may include the payment of additional fees unless otherwise agreed to in writing.
Licensee may use the Work only in the following manner:
________
C. Territory. This grant of license only applies to the following defined geographic area:
________
D. Modifications. Licensee shall obtain Licensor's prior written approval before making any changes or alterations to the Work.
II. FEES
For use of the Work as provided in this Agreement, Licensee shall pay Licensor a one-time payment of ________ (₱________) on or before the execution of this Agreement. All fees are inclusive of the Value-Added Tax, if applicable.
All Philippine taxes relating to this Agreement shall be borne by the Licensor.
III. RIGHT, INTEREST, AND TITLE
The Parties agree that, as between the Parties, Licensor is the sole owner of the Work.
If there is a systematic transfer of knowledge under this Agreement, Licensor shall provide Licensee with continued access to improvements in techniques and processes related to the Work during the term of this Agreement.
IV. LICENSOR RIGHTS TO USE DERIVATIVE WORKS
In the event that Licensee creates derivative works, then, as of the Effective Date, Licensee grants back to Licensor a non-exclusive, non-transferable, royalty-free license to use any derivative work of the Work that Licensee may create. Provided, that said license back shall not limit Licensee's rights and public rights under this Agreement.
V. TERM
The Agreement shall commence on ________ (the "Effective Date") and shall continue in full force and effect until ________ or until the expiration of the registration of the Work.
VI. CONFIDENTIALITY
A. The Licensee hereby acknowledges and agrees that during the term of this Agreement, the Licensee may have access to information that is confidential and/or commercially valuable to the Licensor ("Confidential Information") which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Licensor;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans or ideas developed by the Licensor or on its behalf, or used by the Licensor, whether relating specifically to the Licensor's business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
B. Confidential information shall not include information which:
1. was known or in the possession of the Licensee before it was provided to the Licensee by the Licensor, provided that it was known or in possession of the Licensee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not Licensee was a party to such other agreement or obligation);
2. is, or becomes, publicly available through no fault of the Licensee;
3. is provided to the Licensee without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
4. is provided to the Licensee by Licensor and is marked "Non-Confidential"; or
5 is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Licensor is first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
C. If there is any doubt as to whether any particular information constitutes Confidential Information, Licensee should presume it is Confidential Information, until Licensee obtains explicit confirmation from Licensor that it is not Confidential Information.
D. Licensee shall keep the Confidential Information confidential and secret.
E. Licensee shall only use the Confidential Information in accordance with the Licence created under this Agreement.
F. Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Licensor.
G. Licensee will not copy or modify and Confidential Information without the prior written consent of Licensor, or as expressly permitted in accordance with this Agreement.
H. Licensee shall promptly advise the Licensor if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
I. Licensee shall not disclose any Confidential Information to any employees of the Licensee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Licensor.
J. This clause will survive termination or expiration of this Agreement.
VII. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
Each Party shall immediately notify the other Party after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation, or other unauthorized use or conduct in derogation of the Work.
Licensor shall have the sole and exclusive right to begin and to control all matters relating to any legal action or seek any remedy in regard to any infringement and shall bear the costs thereto. All damages, compensation, and compromises of any kind recovered from any such action or relating to any and all infringement will be for the benefit of the Licensor.
Nothing herein shall be deemed to require Licensor to enforce the Intellectual Property Rights to the Work against any third party.
Licensee shall cooperate fully and in good faith with Licensor in protecting, securing, or preserving Licensor's rights to the Work. Licensee likewise releases Licensor from any claim of any nature that is based on or arising from Licensor's decisions or actions regarding the prosecution and maintenance of any action concerning the Work.
VIII. TERMINATION
This Agreement shall automatically end on ________.
Upon a material breach of this Agreement by either Party, the other Party may terminate this Agreement provided that such termination shall only be effective upon a written notice of the breach to the breaching Party and said breach is not cured within Thirty (30) Days from the date of said written notice. Material breaches include, but is not limited, to:
A. Licensee's failure to pay the Fees;
B. Licensee's use of the Work contrary to the terms and conditions of this Agreement;
C. Either Party's assignment or attempt to assign any rights granted herein to a third party without the other Party's written consent, except as allowed under this Agreement.
Either Party may, at its option, likewise terminate this Agreement if the other Party:
A. Is declared insolvent, enters into administration or liquidation; or
B. Undergoes a substantial change in ownership, whether by merger, acquisition, consolidation, or otherwise.
Upon the termination of this Agreement for any reason, Licensee shall cease and discontinue all use of the Work within the following period from the date of such termination: ________.
Upon the termination or expiration of the registration of the Work by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist except those obligations on Confidentiality and Indemnity.
IX. INDEMNITY
Licensee shall indemnify and hold harmless Licensor and its directors, officers, employees, agents, and representatives from any and all damages, losses, penalties, costs, and expenses, including attorney's fees, arising out of Licensee's breach of any term or condition of this Agreement.
X. 58885258 82 852855
5588 825222222 85588 82 8825822 22 252 8588288258 22 282525 25522.
5588 825222222 252 82 58882225 5222 252 8582222 25825 8228222 22 252 22525 25522 25288525 2552 28822825 252 588822 522 2252822 22 2588 825222222 22 522 255855825 25 2552822522 25 58882222 22 252 2252.
XI. 5522885582 888525855 888 8885558882 8855
552 2552828 52522 22 2528522 8585 22525 528522228 58 552 5258225882 525 228288552 225 252 252225 82282222252822 22 2588 825222222.
XII. 8222588825 282
5588 825222222 85588 82 22825225 82 525 822825525 82 5882555282 8825 252 8588 22 252 82258888 22 252 25888228228.
XIII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party against whom the waiver is to be effective. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XIV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XVI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XVII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XVIII. VENUE OF ACTION
All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts where the Licensee has their principal place of business to the exclusion of all other courts.
XIX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Licensor and Licensee and supersedes all prior negotiations, representations, agreements, either oral or written.
XX. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Licensor
By:
________
Authorized Representative
________
Licensee
By:
________
Authorized Representative
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Licensing Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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