Intellectual Property Contract Template

This Intellectual Property Agreement ("Agreement") is made and entered into on [Start Date], by and between:

1. Term of Agreement:

• Start Date: This Agreement begins on [Start Date].
• End Date: This Agreement will end on [End Date], unless terminated earlier in accordance with the terms herein.

2. Grant of License:

• Licensed Intellectual Property: The Licensor grants to the Licensee a [specify type of license: exclusive, non-exclusive, sole] license to use the following intellectual property: [Detailed description of the intellectual property, e.g., trademarks, copyrights, patents, designs, software].
• Excluded Intellectual Property: The following intellectual property is excluded from this Agreement: [List any intellectual property that is not covered by this Agreement].
• Limitations on Use: The Licensee may use the licensed intellectual property only for the following purposes: [Specify any limitations on use, e.g., specific markets, geographical regions, product categories].
• Sublicensing: [Specify whether sublicensing is permitted, and under what conditions, if any].

3. Acknowledgement of Ownership:

• Ownership: The Licensee acknowledges that the Licensor is the legal owner of the intellectual property listed in this Agreement. The Licensee agrees not to challenge or dispute the Licensor’s ownership rights at any time during or after the term of this Agreement.

4. Type of License Granted:

• Exclusive License: The Licensee has the exclusive right to use the intellectual property within the scope defined by this Agreement. The Licensor will not grant any other licenses for the intellectual property within this scope during the term of this Agreement.
• Non-Exclusive License: The Licensee has the right to use the intellectual property within the scope defined by this Agreement, but the Licensor may grant the same or similar rights to others.
• Sole License: The Licensee has the sole right to use the intellectual property within the scope defined by this Agreement, and the Licensor will not use the intellectual property within this scope but may license it to others.

5. Royalty Fees and Payment Schedule:

• Royalty Structure: The Licensee agrees to pay the Licensor royalties based on [specify the basis for royalties, e.g., a percentage of sales, a fixed fee per unit, a flat fee].
• Payment Schedule: Royalty payments are due [specify payment schedule, e.g., monthly, quarterly] and must be made by [specify date, e.g., the 15th of each month].
• Calculation of Royalties: Royalties will be calculated based on [specify calculation method, e.g., net sales, gross revenue].
• Payment Methods: Acceptable methods of payment include [specify methods, e.g., bank transfer, check, PayPal].

6. Sublicensing and Affiliates:

• Sublicensing: [Specify if the Licensee is allowed to grant sublicenses, and under what conditions, if any].
• Affiliates and Sub-Distributors: [Specify if the Licensee may use affiliates or sub-distributors, and any conditions that apply].

7. Quality Assurance and Performance Requirements:

• Quality Standards: The Licensee agrees to maintain the quality standards set by the Licensor for the use of the intellectual property.
• Protection of Rights: The Licensee is responsible for protecting the Licensor’s rights in the intellectual property and agrees not to take any actions that could harm the Licensor’s reputation or intellectual property rights.
• Ownership of Improvements: Any improvements or modifications made to the intellectual property by the Licensee will be owned by the Licensor unless otherwise agreed in writing.

8. Confidentiality and Nondisclosure:

• Confidential Information: Both parties agree to maintain the confidentiality of any proprietary information disclosed during the term of this Agreement.
• Nondisclosure: The Licensee agrees not to disclose any confidential information related to the intellectual property to any third party without the prior written consent of the Licensor.

9. Representations and Warranties:

• Licensor’s Warranties: The Licensor warrants that it has the legal right to grant the license described in this Agreement and that the use of the intellectual property by the Licensee in accordance with this Agreement will not infringe on any third-party rights.
• Licensee’s Warranties: The Licensee warrants that it will use the intellectual property only as permitted under this Agreement and will comply with all applicable laws and regulations.

10. Amendments: This Agreement may be amended only by a written document signed by both parties. Any changes must be discussed and agreed upon before they take effect.

11. Termination:

• By Either Party: Either party may terminate this Agreement with [specify notice period, e.g., 30 days] written notice.
• For Cause: Either party may terminate this Agreement immediately if the other party breaches any material provision and fails to cure such breach within [specify period, e.g., 10 days] after receiving written notice of the breach.
• Effect of Termination: Upon termination, the Licensee must immediately cease all use of the intellectual property and return or destroy any materials containing the intellectual property as directed by the Licensor.

12. Dispute Resolution and Remedies:

• Negotiation: The parties will first attempt to resolve disputes through informal negotiation.
• Mediation: If negotiation fails, the parties agree to attempt mediation.
• Arbitration: If mediation fails, disputes will be resolved through binding arbitration under the rules of the [specify arbitration association].
• Governing Law: This Agreement will be governed by the laws of the state of [specify state].

13. Signatures: By signing below, the parties agree to the terms and conditions outlined in this Intellectual Property Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.