INTELLECTUAL PROPERTY LICENSE AGREEMENT (NON-EXCLUSIVE) - TEXAS

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 or Territory.

3. RESTRICTIONS

• No use outside Field or Territory; no reverse engineering beyond legal allowances; no removal of notices; export or 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 or usage reports (frequency); audit rights [X] times per year with notice; underpayment remedies.

6. IMPROVEMENTS AND FEEDBACK

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

7. IP OWNERSHIP AND PROTECTION

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

8. QUALITY CONTROL (FOR MARKS/CONTENT)

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

9. WARRANTIES AND DISCLAIMERS

• Licensor warrants rights to grant the license and no known infringement in Field or 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 or claims.

11. LIMITATION OF LIABILITY

• Cap: fees or royalties paid or 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 or destroy materials; final royalty report or 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 to executive negotiation for [30] days.
• If arbitration is elected, arbitration will be administered by [ARBITRATION PROVIDER] under its rules, with a single arbitrator seated in [CITY], Texas.
• Governing law: Texas law, without regard to conflict-of-law rules.
• Exclusive forum (if litigation): state courts located in [COUNTY], Texas and the United States District Court for the [DISTRICT] District of Texas.
• Jury trial waiver applies to the fullest extent permitted by law.

16. MISCELLANEOUS

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

17. SCHEDULES

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