INTELLECTUAL PROPERTY LICENSE AGREEMENT (NON-EXCLUSIVE)

TABLE OF CONTENTS

1. Grant of License
2. Field and Territory
3. Restrictions
4. Financial Terms (Royalties/Fees)
5. Reports and Audit Rights
6. Improvements and Feedback
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 a non-exclusive, non-transferable license to use the Licensed IP in the Field and Territory during the Term; sublicensing only if expressly authorized.

2. FIELD AND TERRITORY

• Field: [DEFINE]; Territory: [DEFINE]; Licensor may license others in the same Field/Territory.

3. RESTRICTIONS

• No use outside Field/Territory; no reverse engineering beyond legal allowances; no removal of notices; export/sanctions compliance.

4. FINANCIAL TERMS (ROYALTIES/FEES)

• Royalty or fee structure: [percentage/flat/upfront + ongoing]; minimum commitments if any.
• Payment terms; currency; late fees; withholding tax handling.

5. REPORTS AND AUDIT RIGHTS

• Periodic royalty/usage reports (frequency); audit rights [X] times per year with notice; underpayment remedies.

6. IMPROVEMENTS AND FEEDBACK

• Ownership allocation for improvements/derivatives; license-back terms; feedback license to Licensor.

7. IP OWNERSHIP AND PROTECTION

• Licensor retains ownership; Licensee will not challenge validity/ownership.
• Infringement notices and cooperation; enforcement rights and cost allocation.

8. QUALITY CONTROL (FOR MARKS/CONTENT)

• Standards and approval process if marks/content included; cure rights for quality failures.

9. WARRANTIES AND DISCLAIMERS

• Licensor warrants rights to grant the license and no known infringement in Field/Territory based on reasonable inquiry.
• Otherwise provided “as is” except as stated; Licensee warrants lawful use and compliance.

10. INDEMNITIES

• Licensor indemnifies for third-party IP infringement claims (with standard exclusions: combinations, modifications by Licensee, misuse).
• Licensee indemnifies for misuse outside scope or unlawful use/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; termination for breach uncured [30] days, insolvency, or failure to pay royalties.
• Convenience termination [optional] with notice [X] days.

13. EFFECTS OF TERMINATION

• Cease use; return/destroy materials; final royalty report/payment; survival of confidentiality, accrued payment obligations, and IP ownership.

14. CONFIDENTIALITY

• Mutual 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 rules; notices; force majeure; amendments in writing; order of precedence.

17. SCHEDULES

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