Our RhinoKore Honeycomb Technology can be licensed for manufacturing in your jurisdiction.
RhinoKore Patented Honeycomb Machine
The Parties: Although seemingly self-evident, having all pertinent information about the parties in one place, such as their legal names, the negotiating party’s contact information, and the legal addresses is a time saver when the final agreement is being written.
Whereas Clauses: Not all parties use whereas clauses; some prefer to make the background information a standard set of clauses that follow language specifying that “the following are terms of the Agreement” or similar language.
Definitions: Each license will have its own specific set of definitions.
Improvements: This section deals with any improvements made and/or patented (by whom and paid for by whom) during the term of the license by either the licensor or licensee and what obligations are present in the deal as to whether or not to include future technology under the present license or to have future technology fall under the reservation of rights to the licensor.
Consideration: The consideration section is relatively involved, and can be cut back if equity is not part of the payment for the license. Royalty, milestone payments, type of currency, determining rate of exchange, and equity-ownership issues are listed here, as is the issue of minimum annual payments, particularly important in the case of an exclusive license.
Reports and Auditing of Accounts: Royalties based on any measure tied to a product’s sales should be paid to the licensor accompanied by a report stating how the royalty was calculated
Representations/Warranties: Certain basic representations and warranties should be given by each party to the other, such as the ability to enter into this agreement, the validity of the intellectual property, and a standard warranty disclaimer.
Diligence: Diligence covers the concept that the exclusive licensee will do all it can to operate under the license so that the licensor reaps a monetary benefit under the license. Intellectual property (IP), and how it is paid for, must be defined in the agreement, whether it is only one patent or if it includes various reports and tangible materials.
Confidentiality: If a confidentiality, or nondisclosure, agreement has been entered into by the parties and will remain effective during the term of the license agreement, nothing else is needed.
Force Majeure: This is the “it is out of my control” reason for not performing under the license. Things happen, and this fact of life should be considered in the contract. The key is to determine what is required after the force majeure occurs to get the licensed product out the door, or the goods to the licensee as quickly as possible.
Assignment Provision: A license is considered to be personal to the licensor, especially in the case of an exclusive license. The licensor hand picks the licensee, for many reasons, and rejects others for many reasons. Additionally, an exclusive licensee may be interested in taking a license from a particular licensor, and not from another. There may or may not be fees attached to the transfer, or assignment, of a license.
Notices; integration; language; modifications; law
- Notices: The handling of any notices, payments, and so forth, that you must make or should receive
- Integration: A statement that this is the controlling document, no matter what else was said or signed previously, unless specifically stated in the license.
- Language: Deals with languages used in writing the license (Will each translation of the license be acceptable? Or only the license written in one of the languages?)
- Modifications: Specifies whether amendments to the license are to be in writing (If oral changes are OK for your deal, or for portions of it, specify it here.)
- Law: Specifies which country’s laws will be applied to interpreting the license; what courts will hear a lawsuit; and in what country, specifically, lawsuit would be filed.
Schedules: Specific listings of items covered in the license, background documents, and research project outlines and specific procedures. It is much more cost effective to craft a sound license up front, having key terms as well-defined as possible, than it is to fix the problem through arbitration or litigation later on.
NOTE: This Licensing Overview in no-way represents a formal legal agreement and/or binding terms. This document is intended for discussion purposes only.