Non-Exclusive Intellectual Property License Agreement

comments before final execution.
7. Have this document reviewed by qualified IP counsel in each relevant jurisdiction.

JURISDICTION: Universal (Federal Law Primary)
LAST UPDATED: 2026-03-18
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NON-EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Non-Exclusive Intellectual Property License Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

LICENSOR:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietor ☐ Other: [____]

LICENSEE:
Name: [________________________________]
Address: [________________________________]
State of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietor ☐ Other: [____]

Licensor and Licensee are each a "Party" and collectively the "Parties."

TABLE OF CONTENTS

1. Definitions
2. Grant of License
3. Field of Use and Territory
4. Restrictions on Use
5. Compensation and Royalties
6. Accounting, Reports, and Audit Rights
7. Intellectual Property Ownership
8. Improvements and Derivative Works
9. Quality Control
10. Representations and Warranties
11. Indemnification
12. Limitation of Liability
13. Confidentiality
14. Term and Renewal
15. Termination
16. Effects of Termination and Reversion
17. Infringement by Third Parties
18. Insurance
19. Dispute Resolution and Governing Law
20. Miscellaneous Provisions
21. Schedules and Exhibits

ARTICLE 1: DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by either Party relating to this Agreement, the Licensed IP, or the disclosing Party's business, including trade secrets as defined under the Defend Trade Secrets Act (18 U.S.C. § 1836) and applicable state trade secret statutes.

1.2 "Derivative Works" means any work based upon the Licensed IP, as that term is defined under 17 U.S.C. § 101, including translations, adaptations, modifications, enhancements, and improvements.

1.3 "Field of Use" means the specific application, industry, product category, or market segment described in Schedule A, Section 2.

1.4 "Licensed Copyrights" means the copyrighted works identified in Schedule A, Section 1(b), including all registrations, applications, and common-law rights therein under 17 U.S.C. §§ 101-810.

1.5 "Licensed IP" means, collectively, the Licensed Patents, Licensed Copyrights, Licensed Marks, and Licensed Trade Secrets, as described in Schedule A.

1.6 "Licensed Marks" means the trademarks, service marks, trade names, and trade dress identified in Schedule A, Section 1(c), including all registrations and applications under 15 U.S.C. §§ 1051-1141 (Lanham Act) and applicable state trademark statutes.

1.7 "Licensed Patents" means the patents and patent applications identified in Schedule A, Section 1(a), including all continuations, continuations-in-part, divisionals, reissues, re-examinations, and foreign counterparts under 35 U.S.C. §§ 1-390.

1.8 "Licensed Trade Secrets" means the trade secrets and proprietary know-how identified in Schedule A, Section 1(d), protected under 18 U.S.C. § 1836 (Defend Trade Secrets Act) and applicable state trade secret statutes.

1.9 "Net Revenue" means gross revenue received by Licensee from the sale, license, or other commercial exploitation of products or services incorporating the Licensed IP, less: (a) actual returns and allowances; (b) trade discounts and quantity discounts actually granted; (c) sales, use, and value-added taxes actually paid; and (d) outbound transportation charges prepaid or allowed and separately billed.

1.10 "Territory" means the geographic area described in Schedule A, Section 3.

1.11 "Term" has the meaning set forth in Article 14.

ARTICLE 2: GRANT OF LICENSE

2.1 Non-Exclusive License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as provided in Section 20.2) license to use, reproduce, display, perform, make, have made, sell, offer to sell, and import the Licensed IP within the Field of Use and Territory during the Term.

2.2 Non-Exclusive Nature. This license is non-exclusive. Licensor retains the right to: (a) use the Licensed IP itself; (b) grant licenses to the Licensed IP to any third party; and (c) assign or transfer the Licensed IP, subject to this Agreement.

2.3 Sublicensing. Licensee:
☐ Shall NOT have the right to sublicense any rights under this Agreement.
☐ Shall have the right to grant sublicenses, subject to the following conditions:

(a) Each sublicense must be in writing and consistent with all terms of this Agreement;
(b) Licensee shall provide Licensor with a copy of each sublicense within [____] business days of execution;
(c) Licensee remains fully responsible for all acts and omissions of sublicensees;
(d) All sublicenses terminate automatically upon termination of this Agreement.

2.4 Reservation of Rights. All rights not expressly granted herein are reserved to Licensor. Nothing in this Agreement grants Licensee any rights by implication, estoppel, or otherwise, except as expressly set forth in this Article 2.

ARTICLE 3: FIELD OF USE AND TERRITORY

3.1 Field of Use. Licensee shall use the Licensed IP solely within the Field of Use described in Schedule A, Section 2. Any use outside the Field of Use constitutes a material breach of this Agreement.

3.2 Territory. Licensee shall exploit the Licensed IP solely within the Territory described in Schedule A, Section 3. Any use outside the Territory constitutes a material breach of this Agreement.

3.3 No Exclusivity in Field or Territory. Licensor may license other parties to use the Licensed IP within the same Field of Use and Territory. Licensor has no obligation to limit the number of licensees.

ARTICLE 4: RESTRICTIONS ON USE

4.1 Licensee shall NOT, directly or indirectly:

(a) Use the Licensed IP outside the Field of Use or Territory;

(b) Reverse engineer, decompile, or disassemble any Licensed IP, except to the extent expressly permitted by applicable law (including 17 U.S.C. § 1201(f) for interoperability and applicable state laws);

(c) Remove, alter, or obscure any proprietary notices, labels, or marks on the Licensed IP;

(d) Use the Licensed IP in any manner that is unlawful, harmful, or that infringes the rights of any third party;

(e) Sublicense, assign, or transfer the Licensed IP except as expressly permitted under this Agreement;

(f) Use the Licensed Marks in any manner that could tarnish, dilute, or bring disrepute to the Licensed Marks (15 U.S.C. § 1125(c));

(g) Export or re-export the Licensed IP in violation of the Export Administration Regulations (15 C.F.R. §§ 730-774), the International Traffic in Arms Regulations (22 C.F.R. §§ 120-130), or any applicable sanctions administered by the Office of Foreign Assets Control (31 C.F.R. Part 500).

4.2 Compliance with Law. Licensee shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its use of the Licensed IP.

ARTICLE 5: COMPENSATION AND ROYALTIES

5.1 Compensation Structure. Licensee shall pay Licensor the following compensation (select applicable structure):

☐ Upfront License Fee: $[________________________________] due within [____] days of the Effective Date.

☐ Running Royalty: [____]% of Net Revenue, payable quarterly within [____] days after the end of each calendar quarter.

☐ Minimum Annual Royalty: $[________________________________] per contract year, payable as follows: [________________________________].

☐ Per-Unit Royalty: $[____] per unit of Licensed Product manufactured, sold, or distributed.

☐ Milestone Payments: As set forth in Schedule B.

☐ Combination: As detailed in Schedule B.

5.2 Payment Terms. All payments shall be made in United States Dollars by wire transfer to the account designated by Licensor. Payments not received within [____] days of the due date shall bear interest at the lesser of [____]% per month or the maximum rate permitted by applicable law.

5.3 Taxes. All amounts payable under this Agreement are exclusive of taxes. Licensee shall be responsible for all sales, use, withholding, value-added, and similar taxes imposed on payments under this Agreement. If Licensee is required to withhold taxes, Licensee shall: (a) deduct such taxes from the payment; (b) pay the taxes to the appropriate taxing authority; and (c) promptly provide Licensor with official tax receipts.

5.4 No Set-Off. Licensee shall not set off, deduct, or withhold any amounts from payments due to Licensor except as required by applicable tax law under Section 5.3.

ARTICLE 6: ACCOUNTING, REPORTS, AND AUDIT RIGHTS

6.1 Royalty Reports. Within [____] days after the end of each calendar quarter, Licensee shall deliver to Licensor a written report setting forth: (a) the quantity of Licensed Products manufactured, sold, and distributed; (b) gross revenue and Net Revenue by product and by Territory; (c) calculation of royalties due; and (d) any permitted deductions from gross revenue.

6.2 Books and Records. Licensee shall maintain complete and accurate books and records relating to the Licensed IP in accordance with generally accepted accounting principles (GAAP) for a period of not less than [____] years following the period to which they relate.

6.3 Audit Rights. Licensor shall have the right, upon not less than [____] days' prior written notice and no more than [____] time(s) per calendar year, to audit Licensee's books and records to verify the accuracy of royalty reports and payments. Audits shall be conducted during normal business hours by an independent certified public accountant selected by Licensor and reasonably acceptable to Licensee.

6.4 Audit Costs and Adjustments. Licensor shall bear the cost of each audit unless the audit reveals an underpayment of more than [____]% for any period audited, in which case Licensee shall bear the reasonable cost of the audit. Any underpayment revealed by an audit shall be paid by Licensee within [____] days of written notice, together with interest calculated under Section 5.2.

ARTICLE 7: INTELLECTUAL PROPERTY OWNERSHIP

7.1 Licensor Ownership. Licensee acknowledges and agrees that Licensor is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Licensed IP, including all patent rights (35 U.S.C. §§ 1-390), copyrights (17 U.S.C. §§ 101-810), trademark rights (15 U.S.C. §§ 1051-1141), and trade secret rights (18 U.S.C. § 1836).

7.2 No Challenge. Licensee shall not, directly or indirectly, challenge the validity, enforceability, or ownership of any Licensed IP during or after the Term of this Agreement.

7.3 Goodwill. All goodwill generated by Licensee's use of the Licensed Marks shall inure to the benefit of Licensor. Licensee shall not acquire any ownership rights in the Licensed Marks by virtue of this Agreement or Licensee's use thereof.

7.4 Prosecution and Maintenance. Licensor shall have the sole right and discretion to file, prosecute, maintain, and renew all registrations for the Licensed IP. Licensee shall cooperate with Licensor in connection with such activities, at Licensor's expense.

ARTICLE 8: IMPROVEMENTS AND DERIVATIVE WORKS

8.1 Ownership of Improvements. Ownership of Improvements and Derivative Works shall be allocated as follows (select one):

☐ Option A -- Licensor Owns All: All Improvements and Derivative Works created by Licensee shall be owned by Licensor, and Licensee hereby assigns all right, title, and interest therein to Licensor.

☐ Option B -- Licensee Owns with License-Back: Licensee shall own Improvements and Derivative Works it creates, but hereby grants Licensor a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and sublicense such Improvements and Derivative Works.

☐ Option C -- Joint Ownership: Improvements and Derivative Works shall be jointly owned by Licensor and Licensee, with each Party having the right to exploit such Improvements without accounting to the other, subject to any obligation of confidentiality.

8.2 Disclosure of Improvements. Licensee shall promptly disclose to Licensor all Improvements and Derivative Works created by Licensee during the Term, regardless of ownership allocation.

8.3 Cooperation. Each Party shall execute such documents and take such actions as may be reasonably necessary to perfect the other Party's rights under this Article 8.

ARTICLE 9: QUALITY CONTROL

9.1 Quality Standards. Licensee shall ensure that all products and services bearing the Licensed Marks meet or exceed the quality standards set forth in Schedule C (the "Quality Standards"). Licensee shall not materially alter the Quality Standards without Licensor's prior written approval.

9.2 Samples and Inspection. Licensee shall, upon Licensor's reasonable request, provide samples of products and materials bearing the Licensed Marks for Licensor's review and approval. Licensor shall have the right to inspect Licensee's premises upon reasonable notice to verify compliance with Quality Standards.

9.3 Trademark Usage Guidelines. Licensee shall use the Licensed Marks in accordance with Licensor's trademark usage guidelines, as updated from time to time. All materials bearing the Licensed Marks shall include proper trademark notices (e.g., (R) or TM) and attribution of ownership to Licensor.

9.4 Cure Period. If Licensor determines that Licensee's products or services fail to meet the Quality Standards, Licensor shall provide written notice specifying the deficiency. Licensee shall have [____] days from receipt of such notice to cure the deficiency. If Licensee fails to cure within such period, Licensor may suspend Licensee's right to use the affected Licensed Marks until the deficiency is cured.

ARTICLE 10: REPRESENTATIONS AND WARRANTIES

10.1 Licensor Representations and Warranties. Licensor represents and warrants that:

(a) It has the legal right and authority to grant the license set forth in this Agreement;

(b) The Licensed IP, to Licensor's knowledge after reasonable inquiry, does not infringe or misappropriate the intellectual property rights of any third party within the Field of Use and Territory as of the Effective Date;

(c) There are no pending or, to Licensor's knowledge, threatened claims, actions, or proceedings challenging the validity or ownership of any Licensed IP;

(d) Licensor has not previously granted any exclusive rights in the Licensed IP that would conflict with the license granted herein for the Field of Use and Territory.

10.2 Licensee Representations and Warranties. Licensee represents and warrants that:

(a) It has the legal right and authority to enter into this Agreement and perform its obligations hereunder;

(b) Its use of the Licensed IP shall comply with all applicable laws and regulations;

(c) It shall not use the Licensed IP in any manner that is deceptive, misleading, or harmful to the reputation of Licensor or the Licensed IP.

10.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 10, THE LICENSED IP IS PROVIDED "AS IS." LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

ARTICLE 11: INDEMNIFICATION

11.1 Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) any actual infringement or misappropriation of a third party's intellectual property rights by the Licensed IP as provided to Licensee; or (b) Licensor's breach of any representation or warranty under this Agreement.

11.2 Exclusions from Licensor Indemnification. Licensor shall have no indemnification obligation to the extent a claim arises from: (a) Licensee's modification of the Licensed IP; (b) Licensee's combination of the Licensed IP with materials not provided by Licensor; (c) Licensee's use of the Licensed IP outside the scope of this Agreement; or (d) Licensee's continued use of the Licensed IP after notice of an infringement claim.

11.3 Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Licensee's use of the Licensed IP outside the scope of this Agreement; (b) Licensee's breach of any representation, warranty, or obligation under this Agreement; or (c) any products or services manufactured, distributed, or sold by Licensee using the Licensed IP.

11.4 Indemnification Procedures. The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any claim; (b) grant the indemnifying Party sole control of the defense and settlement (provided that any settlement that imposes obligations on the indemnified Party requires prior written consent); and (c) provide reasonable cooperation at the indemnifying Party's expense.

ARTICLE 12: LIMITATION OF LIABILITY

12.1 Consequential Damages Exclusion. EXCEPT FOR BREACHES OF ARTICLE 4 (RESTRICTIONS), ARTICLE 7 (IP OWNERSHIP), ARTICLE 11 (INDEMNIFICATION), OR ARTICLE 13 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

12.2 Liability Cap. EXCEPT FOR BREACHES OF ARTICLE 4, ARTICLE 7, ARTICLE 11, OR ARTICLE 13, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES AND ROYALTIES PAID OR PAYABLE BY LICENSEE DURING THE [____]-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) $[________________________________].

ARTICLE 13: CONFIDENTIALITY

13.1 Obligations. Each Party shall: (a) maintain the Confidential Information of the other Party in strict confidence; (b) not disclose Confidential Information to any third party without the disclosing Party's prior written consent, except to employees, agents, and advisors who need to know and are bound by obligations of confidentiality at least as protective as this Article 13; and (c) use Confidential Information solely for purposes of exercising rights or performing obligations under this Agreement.

13.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

13.3 Required Disclosures. A receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided it gives the disclosing Party prompt written notice (to the extent permitted by law) and cooperates with the disclosing Party's efforts to obtain a protective order.

13.4 Trade Secret Protection. The Parties acknowledge that certain Confidential Information constitutes trade secrets protected under the Defend Trade Secrets Act (18 U.S.C. § 1836) and applicable state trade secret statutes. Both Parties shall take measures consistent with 18 U.S.C. § 1836(b)(3)(A) to preserve the secrecy of all trade secret information.

13.5 DTSA Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, provided such filing is made under seal.

13.6 Duration. Confidentiality obligations under this Article 13 shall survive termination or expiration of this Agreement for a period of [____] years; provided, however, that obligations with respect to trade secrets shall continue for so long as the information remains a trade secret.

ARTICLE 14: TERM AND RENEWAL

14.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of [____] years (the "Initial Term"), unless earlier terminated in accordance with Article 15.

14.2 Renewal. Upon expiration of the Initial Term, this Agreement shall:

☐ Automatically terminate without renewal.

☐ Automatically renew for successive [____]-year periods ("Renewal Terms") unless either Party provides written notice of non-renewal at least [____] days before the end of the then-current term.

☐ Be subject to renewal only upon mutual written agreement of the Parties.

14.3 Term of Licensed Patents. Notwithstanding the foregoing, the license to any Licensed Patent shall automatically expire upon the expiration of such patent, and no royalty shall be due with respect to such expired patent after its expiration. See Brulotte v. Thys Co., 379 U.S. 29 (1964); Kimble v. Marvel Entertainment, LLC, 576 U.S. 446 (2015).

ARTICLE 15: TERMINATION

15.1 Termination for Cause. Either Party may terminate this Agreement by written notice if the other Party:

(a) Commits a material breach of this Agreement and fails to cure such breach within [____] days after written notice specifying the breach;

(b) Becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for its assets;

(c) Ceases to conduct business in the ordinary course.

15.2 Termination for Non-Payment. Licensor may terminate this Agreement upon [____] days' written notice if Licensee fails to make any payment when due and does not cure such failure within such notice period.

15.3 Termination for Convenience. (If applicable):

☐ Either Party may terminate this Agreement for any reason upon [____] days' prior written notice.

☐ Not applicable -- termination for convenience is NOT permitted.

15.4 Licensor Termination for Quality Failure. Licensor may terminate this Agreement immediately upon written notice if Licensee repeatedly fails to maintain the Quality Standards after receiving notice and opportunity to cure under Section 9.4.

ARTICLE 16: EFFECTS OF TERMINATION AND REVERSION

16.1 Cessation of Use. Upon termination or expiration of this Agreement, Licensee shall immediately cease all use of the Licensed IP, including all Licensed Marks, Licensed Patents, Licensed Copyrights, and Licensed Trade Secrets.

16.2 Return or Destruction of Materials. Within [____] days after termination, Licensee shall, at Licensor's election, return or destroy all materials containing or embodying the Licensed IP and certify in writing that it has done so.

16.3 Sell-Off Period. Licensee shall have a [____]-day sell-off period following termination to exhaust existing inventory of Licensed Products bearing the Licensed Marks, subject to continued payment of royalties. No new production shall occur during the sell-off period.

16.4 Final Accounting. Within [____] days after termination, Licensee shall deliver a final royalty report and payment for all amounts accrued through the date of termination.

16.5 Survival. The following provisions shall survive termination or expiration of this Agreement: Articles 1, 7, 8 (to the extent of accrued rights), 10.3, 11, 12, 13, 16, and 19.

ARTICLE 17: INFRINGEMENT BY THIRD PARTIES

17.1 Notice. Each Party shall promptly notify the other Party in writing upon becoming aware of any actual or suspected infringement of the Licensed IP by a third party.

17.2 Enforcement Rights. Licensor shall have the first right, but not the obligation, to bring and control any action to enforce the Licensed IP against third-party infringers at Licensor's expense.

17.3 Licensee's Right to Enforce. If Licensor declines to take enforcement action within [____] days of receiving notice, Licensee may, with Licensor's prior written consent, bring an action in Licensor's name at Licensee's expense. Licensor shall reasonably cooperate with such action.

17.4 Allocation of Recoveries. Any monetary recovery from third-party infringement actions shall be allocated as follows: first, to reimburse the enforcing Party for its costs and attorneys' fees; and second, any remaining amount shall be split [____]% to Licensor and [____]% to Licensee.

ARTICLE 18: INSURANCE

18.1 Licensee shall maintain, at its own expense, the following insurance coverages during the Term:

(a) Commercial general liability insurance with limits of not less than $[________________________________] per occurrence and $[________________________________] in the aggregate;

(b) Product liability insurance (if applicable) with limits of not less than $[________________________________] per occurrence;

(c) Professional liability/errors and omissions insurance with limits of not less than $[________________________________] per occurrence.

18.2 Licensee shall name Licensor as an additional insured on all applicable policies and provide certificates of insurance upon request.

ARTICLE 19: DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to its conflict-of-laws principles.

19.2 Escalation. Before initiating formal proceedings, the Parties shall attempt to resolve any dispute through good-faith negotiation between senior executives for a period of [____] days.

19.3 Dispute Resolution Method (select one):

☐ Litigation: The Parties consent to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, State of [________________________________]. Each Party waives any objection to venue or personal jurisdiction.

☐ Arbitration: Any dispute not resolved under Section 19.2 shall be submitted to binding arbitration administered by [________________________________] (e.g., AAA, JAMS) under its then-current rules. The arbitration shall be conducted by [____] arbitrator(s) in [________________________________] (city, state). The arbitrator(s) shall have authority to award any remedy available under applicable law.

19.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19.5 Injunctive Relief. Notwithstanding any dispute resolution provisions, either Party may seek injunctive or equitable relief from any court of competent jurisdiction to prevent irreparable harm, including the unauthorized use or disclosure of intellectual property or Confidential Information.

19.6 Prevailing Party Attorneys' Fees. The prevailing Party in any legal proceeding arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

ARTICLE 20: MISCELLANEOUS PROVISIONS

20.1 Entire Agreement. This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings.

20.2 Assignment. Licensee shall not assign or transfer this Agreement without Licensor's prior written consent. Any attempted assignment without consent shall be void. Licensor may assign this Agreement without Licensee's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

20.3 Notices. All notices shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) three (3) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, addressed to the Party at the address set forth above or at such other address as the Party may designate by notice.

20.4 Force Majeure. Neither Party shall be liable for failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or labor disputes.

20.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

20.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20.7 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

20.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Electronic signatures shall be deemed valid and binding.

20.9 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

20.10 Order of Precedence. In the event of any conflict between this Agreement and any Schedule, this Agreement shall control unless the Schedule expressly states that it supersedes a specific provision of this Agreement.

ARTICLE 21: SCHEDULES AND EXHIBITS

Schedule A: Licensed IP Description, Field of Use, and Territory

• Section 1(a): Licensed Patents (patent numbers, filing dates, jurisdictions)
• Section 1(b): Licensed Copyrights (registration numbers, descriptions)
• Section 1(c): Licensed Marks (registration numbers, descriptions, design marks)
• Section 1(d): Licensed Trade Secrets (descriptions of know-how, processes)
• Section 2: Field of Use
• Section 3: Territory

Schedule B: Compensation, Royalty Rates, and Payment Terms

Schedule C: Quality Standards and Trademark Usage Guidelines

Schedule D: Form of Royalty Report

SIGNATURES

LICENSOR:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

LICENSEE:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SOURCES AND REFERENCES

• Copyright Act of 1976, 17 U.S.C. §§ 101-810
• Patent Act, 35 U.S.C. §§ 1-390
• Lanham (Trademark) Act, 15 U.S.C. §§ 1051-1141
• Defend Trade Secrets Act of 2016, 18 U.S.C. §§ 1831-1839
• Brulotte v. Thys Co., 379 U.S. 29 (1964)
• Kimble v. Marvel Entertainment, LLC, 576 U.S. 446 (2015)
• Lear, Inc. v. Adkins, 395 U.S. 653 (1969)
• MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118 (2007)
• Dawn Donut Co. v. Hart's Food Stores, Inc., 267 F.2d 358 (2d Cir. 1959)