International Technology Transfer Contract
This contract, dated [Insert Date], is hereby made among [Insert Name of Assignor], a company incorporated in [Insert Jurisdiction], with its registered office at [Insert Address], (hereinafter the “Assignor”) and [Insert Name of Assignee], a company incorporated in [Insert Jurisdiction], with its registered office at [Insert Address], (hereinafter the “Assignee”).
Whereas, the Assignor owns certain technology and related know-how related to [Insert Description of Technology and Know-How], (hereinafter the “Technology”);
And Whereas, the Assignee is interested in obtaining a non-exclusive license and assignment of the Technology from the Assignor;
Now, Therefore, the parties hereto agree as follows:
1. SCHEDULES. The Technology to be licensed and assigned by the Assignor to the Assignee is described in Schedule A and B, attached hereto and incorporated herein by reference (hereinafter Auditler the Licensed Technology).
2. ASSIGNMENT OF TECHNOLOGY. Assignor hereby assigns to Assignee, in perpetuity and free from any encumbrances, title and all right, title, and interest in and to the Licensed Technology.
3. LICENSE. Assignor grants to Assignee, in perpetuity and free from any encumbrances, a non-exclusive, worldwide, paid up, royalty free license to use, exploit, modify, improve, and create derivative works from the Licensed Technology in the normal course of business.
4. ACCEPTANCE . Assignee shall have thirty (30) days following the date of execution of this Agreement to inspect the Licensed Technology and provide written notice to the Assignor of any defects or non-conformance of the Technology as compared to the Specifications. If the Assignee fails to provide such notice, the Licensed Technology shall be deemed accepted by Assignee.
5. CONFIDENTIALITY. Assignor and Assignee acknowledge and agree that the content of this Contract, as well as the information contained in that Technology, is confidential and shall not be disclosed to any third parties without the prior written consent of both parties hereto.
6. WARRANTIES. Assignor hereby represents and warrants to Assignee that it has full right, power and authority to enter into this Agreement and to grant the license set forth herein, and that the Licensed Technology will not infringe upon any copyright, trademark, trade secret or patent right of any third party.
7. INDEMNIFICATION. Assignor will indemnify and hold harmless the Assignee and its Affiliates from and against any liability, losses, damages or expenses (including but not limited to reasonable attorney’s fees) that arise as a result or consequence of any breach of the warranties or any other obligation or duty of Assignor under this Agreement.
8. GENERAL . This Agreement shall be governed by and construed in accordance with the laws of the [Insert Jurisdiction]. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior oral and written agreements from the Assignor to Assignee with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Assignor: _________________________
[Insert Name of Assignor],
By: ____________________
Name: __________________
Title: __________________
Assignee: _________________________
[Insert Name of Assignee],
By: ____________________
Name: __________________
Title: __________________
