PATENT LICENSING AGREEMENT
This Agreement is made on [Date] between [Licensor] and [Licensee]
- Parties. This Patent Licensing Agreement is executed between [Licensor], [Address] (the "Licensor") and [Licensee], [Address] (the "Licensee").
- Recitals. The Licensor owns the Patent described herein and has agreed to grant the Licensee a licence to work the same on the terms herein.
- Licensed Patent & Consideration. The Licensor grants a licence to Patent No. [Patent Number] for a licence fee/royalty aggregating Rs. [Amount], effective [Effective Date].
- Grant & Scope. The licence is [exclusive / non-exclusive], to make, use and sell the patented invention within [Territory] for the Field of Use.
- Royalty & Obligations. The Licensee shall pay a running royalty of [__]% of net sales, with quarterly statements and payments, subject to applicable withholding tax.
- Sub-licensing. The Licensee shall not sub-license the Patent without the Licensor's prior written consent.
- Representations & Warranties. The Licensor warrants that it owns the Patent, that it is subsisting and in force, and that it is entitled to grant the licence.
- Confidentiality. The Licensee shall keep confidential all technical information disclosed in connection with the Patent.
- Infringement. The Licensee shall notify the Licensor of any infringement; the Licensor shall have the primary right to take action to protect the Patent.
- Maintenance. The Licensor shall maintain the Patent in force by paying renewal fees during the term of this Agreement.
- Term & Termination. The licence continues until the Patent expires or for [__] years, terminable on material breach or non-payment of royalty.
- Governing Law & Jurisdiction. This Agreement is governed by the Patents Act, 1970 and the laws of India, subject to the jurisdiction of courts at [City].
- Dispute Resolution. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City].
IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.
___
[Licensor]
[Licensor]
___
[Licensee]
[Licensee]
___
Witness 1: [Name & Address]
Witness 1: [Name & Address]
___
Witness 2: [Name & Address]
Witness 2: [Name & Address]