Intellectual Property Agreement
This Intellectual Property Agreement (hereinafter referred to as the “Agreement”) made and entered into this [date], between [party one name] of [party one address] (hereinafter referred to as “Party One”) and [party two name] of [party two address] (hereinafter referred to as “Party Two”).
WHEREAS, Party One owns certain intellectual property rights in the form of patents and copyrights.
WHEREAS, Party Two wishes to own and/or use said intellectual property for [purposes stated].
NOW, THEREFORE, in consideration of the mutual promises, terms, and conditions hereinafter set forth, the Parties hereto agree as follows:
1. Definitions
For the purposes of this Agreement the following terms shall have the meanings indicated:
(a) “Intellectual Property” shall include, but not be limited to, any and all inventions, patents, trademarks, trade names, copyrights, and trade secrets that belong to Party One.
(b) “Purpose” shall mean the purpose of Party Two accessing and/or using Party One’s Intellectual Property, as stated above.
2. Grant of Rights
In exchange for payment of the sum of [amount], Party One hereby grants to Party Two a non-exclusive, non-transferable, royalty-free license to own and/or use the Intellectual Property for the Purpose for a period of [time].
3. Fees
Party Two agrees to pay the sum of [amount] to Party One by [date].
4. Assignments of Rights
Party One hereby assigns to Party Two all rights, title, and interest in and to the Intellectual Property for the Purpose, effective from the date of this Agreement.
5. Warranties
(a) Party One hereby certifies and warrants to Party Two that the Intellectual Property is correct and accurate and that the Intellectual Property is free and clear of any liens or encumbrances.
(b) Party Two hereby certifies and warrants to Party One that the use of the Intellectual Property shall not violate any third party’s rights.
6. Termination
This Agreement shall terminate automatically upon the expiration of the [time] period, unless extended or terminated by written agreement signed by both Parties.
7. Governing Law
This Agreement shall be governed by the laws of [state].
IN WITNESS WHEREOF, the Parties hereto have executed this Intellectual Property Agreement on the day and year first above written.
____________________ ___________________
[Party One Name] [Party Two Name]
