International Technology Transfer Agreement
THIS AGREEMENT (the “Agreement”) is made this {date} between {Company A}, a {state} corporation having its principal office located at {address}, hereinafter referred to as “Company A”, and {Company B}, a {state} corporation having its principal office located at {address}, hereinafter referred to as “Company B”.
WHEREAS, Company A, as exclusive licensee of certain International Technology (as defined below) wishes to transfer such technology to Company B, and Company B wishes to accept the transfer and license;
NOW THEREFORE, in consideration of the foregoing recitals, which are hereby made a part of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company A and Company B agree as follows:
1. International Technology.
The “International Technology” to be transferred as contemplated by this Agreement is as follows:
[Detailed description of International Technology]
2. Transfer and License.
Company A hereby agrees to transfer the International Technology to Company B, and Company B hereby agrees to accept this transfer and license the International Technology, subject to the terms and conditions of this Agreement.
3. Payment.
Company B agrees to pay the following fees to Company A in consideration of the transfer and license of the International Technology:
[Price and payment structure]
4. Term.
This Agreement shall be in effect for [term of agreement], commencing on the date it is signed by both parties.
5. Ownership and Rights.
Company A will retain ownership in the International Technology and all modifications, enhancements, improvements, and derivative works thereof. Company B acknowledges that any use of the International Technology, including all such modifications, enhancements, improvements and derivatives works, must not breach any applicable laws or any third party’s intellectual property rights.
6. Warranty and Representations.
Company A hereby warrants and represents that it owns the exclusive right to license the International Technology, and warrants and represents that it shall not infringe on any copyright, patent, trademark, or trade secret rights of any other person or entity. Company B hereby warrants and represents that it shall use the International Technology only for lawful purposes, and shall not infringe on any copyright, patent, trademark, or trade secret rights of any other person or entity.
7. Release.
Both parties hereby forever release, waive and discharge each other for any and all claims, demands, obligations, causes of action, litigation, damages or losses of any kind which either of the parties may possess resulting from or related to any of the occurrences mentioned in this Agreement.
8. Governing Law.
This Agreement is governed by the laws of {state}, {country}. The parties agree that any disputes pertaining to this Agreement shall be brought in the courts of {state}, {country}.
9. Notices.
Any notices required under this Agreement shall be given in writing to the respective addresses set forth above.
10. Entire Agreement.
This Agreement, including any attachments or exhibits, contains the entire understanding of the parties related to the subject matters address herein, and hereby supersedes any prior agreements, understandings, negotiations, and discussions between the parties of any and every kind regarding the subject matters addressed herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below.
Company A
/s/ {Name}
{Name}, {Title}
Company B
/s/ {Name}
{Name}, {Title}
