INTELLECTUAL PROPERTY LICENSE AGREEMENT (EXCLUSIVE)

TABLE OF CONTENTS

1. Grant of License
2. Field, Territory, and Exclusivity
3. Restrictions
4. Financial Terms (Royalties/Minimums)
5. Reports and Audit Rights
6. Improvements and Derivatives
7. IP Ownership and Protection
8. Quality Control (for marks/content)
9. Warranties and Disclaimers
10. Indemnities
11. Limitation of Liability
12. Term and Termination
13. Effects of Termination
14. Confidentiality
15. Dispute Resolution and Governing Law
16. Miscellaneous
17. Schedules

1. GRANT OF LICENSE

• Licensor grants Licensee an exclusive (subject to carve-outs) license to use, reproduce, display, perform, and distribute the Licensed IP for the Field and Territory during the Term, including the right to sublicense to approved sublicensees per Schedule 2.

2. FIELD, TERRITORY, AND EXCLUSIVITY

• Field: [DEFINE]; Territory: [DEFINE].
• Exclusivity carve-outs: retained rights for Licensor (e.g., internal use, existing customers, reserved channels/sectors).
• Performance conditions to maintain exclusivity (minimum sales/royalties).

3. RESTRICTIONS

• No use outside Field/Territory; no reverse engineering or creation of competing products beyond improvements authorized; compliance with law and export controls.

4. FINANCIAL TERMS (ROYALTIES/MINIMUMS)

• Royalty structure: [percentage per unit/revenue tier]; upfront fee [if any]; minimum guarantees and true-ups.
• Payment terms; currency; late fees; withholding tax gross-up if agreed.

5. REPORTS AND AUDIT RIGHTS

• Periodic royalty reports (frequency, required detail); Licensor audit rights [X] times per year with notice; underpayment remedies.

6. IMPROVEMENTS AND DERIVATIVES

• Allocation of ownership for improvements/derivatives; license-back terms to Licensor; contribution of patches/fixes to core (if software).

7. IP OWNERSHIP AND PROTECTION

• Licensor retains ownership of Licensed IP; Licensee will not challenge validity/ownership.
• Notice and cooperation on infringement claims; enforcement rights and cost allocation.

8. QUALITY CONTROL (FOR MARKS/CONTENT)

• If trademarks/content included: standards and review/approval process; cure for quality failures; right to suspend use.

9. WARRANTIES AND DISCLAIMERS

• Licensor warrants it has rights to grant the license and that Licensed IP does not infringe known third-party IP in the Territory/Field based on reasonable inquiry.
• Otherwise, provided “as is” subject to agreed warranties; Licensee warrants lawful use and compliance.

10. INDEMNITIES

• Licensor indemnifies for third-party IP infringement claims (subject to exclusions: combinations, modifications by Licensee, misuse).
• Licensee indemnifies for misuse outside scope, breach of law, or unapproved marketing claims.

11. LIMITATION OF LIABILITY

• Cap: fees/royalties paid/payable in prior [12] months; carve-outs for IP indemnity, confidentiality breach, willful misconduct.

12. TERM AND TERMINATION

• Term [X] years with [renewal options]; termination for breach uncured [30] days, insolvency, failure to meet performance minimums (after cure).

13. EFFECTS OF TERMINATION

• End use/sublicensing (subject to wind-down rights for existing customers if agreed); return/destroy materials; final royalty report/payment; survival of accrued rights and confidentiality.

14. CONFIDENTIALITY

• Mutual confidentiality obligations; duration [X] years post-termination.

15. DISPUTE RESOLUTION AND GOVERNING LAW

• Escalation; then courts/arbitration per selection; governing law stated; jury waiver if allowed.

16. MISCELLANEOUS

• Assignment (restrictions and change-of-control options); notices; force majeure; amendment in writing; order of precedence.

17. SCHEDULES

• Schedule 1: Licensed IP description.
• Schedule 2: Approved sublicensees/conditions.
• Schedule 3: Royalty table and examples.
• Schedule 4: Quality standards (if marks/content).