technology transfer contract

Technology Transfer Agreement

This Technology Transfer Agreement (hereinafter referred to as the “Agreement”) is made and entered into this ___ day of __________ between ____________ (hereinafter referred to as the “Licensor”) of __________________ and ________________ (hereinafter referred to as the “Licensee”) of ___________________.

RECITALS:

Licensor is the exclusive owner of certain rights in and to [describe the technology being transferred] (hereinafter referred to as the “Technology”).

Licensor desires to grant the Licensee a non-exclusive, non-transferable, royalty-free license to use and exploit the Technology.

In consideration of the mutual promises, representations, warranties and covenants contained herein, the parties hereto agree as follows:

1. License Grant

Licensor hereby grants to the Licensee a non-exclusive, non-transferable, royalty-free license to use and exploit the Technology within the scope of the following terms and conditions:

(a) The Licensee shall not transfer or sublicense the Technology without the prior written approval of the Licensor.

(b) The Licensee shall have the right to use the Technology for the purpose of [describe the use of the Technology], for its own internal purposes only.

(c) The Licensee shall not alter, modify, or make any derivative works of the Technology.

(d) The Licensee shall not remove, obscure, or modify any notices or markings indicating Licensor’s ownership of the Technology or the Licensor’s intellectual property rights thereto.

2.Confidentiality

The parties understand that the Technology is subject to licensee confidentiality and, accordingly, agree to maintain the confidentiality of the Technology to the fullest extent possible. Each party hereby agrees to:

(a) treat the Technology as confidential and proprietary, and not to use or disclose the Technology in any manner other than as authorized herein,

(b) not to copy, reverse engineer, or decompile any aspect of the Technology,

(c) not to disclose the Technology or any aspect thereof to third parties without the prior written approval of the Licensor, and

(d) not to use the Technology or any aspect thereof for any purpose other than as authorized herein.

3. Representations and Warranties

Licensor hereby represents, warrants and covenants to the Licensee that:

(a) Licensor is the exclusive owner of the Technology, and has the full power and authority to grant the license set forth herein;

(b) The Technology is free from any lien or encumbrance, and is not the subject of any litigation or other third-party claims;

(c) The Technology is and shall remain the exclusive property of Licensor, and the Licensee shall have no rights thereto other than those set forth herein; and

(d) The Technology does not infringe upon the intellectual property rights of any third party, and

(e) Licensor has the exclusive right to use and exploit the Technology in any manner it chooses.

4. No Other Warranty

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, LICENSOR MAKES NO REPRESENTATIONS OR OTHER WARRANTIES, whether written or oral, express or implied, with respect to THE TECHNOLOGY OR ANY ASPECT THEREOF, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

5. Indemnity

Licensor hereby agrees to indemnify and hold the Licensee harmless from and against any and all losses, expenses, costs (including reasonable attorneys’ fees) or damages resulting from any breach of any representations, warranties or covenants made herein.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of ______.

7. Notices

All notices, requests and other communications shall be in writing and shall be validly served if sent by certified or registered mail, or by personal delivery, to the addresses set forth below.

IN WITNESS WHEREOF, the parties have executed this Technology Transfer Agreement as of the day and year set forth above.

Licensor

Licensee

Technical Transfer Agreement

This Technical Transfer Agreement (the “Agreement”) is dated {date} by and between {Name of Transferor}, based at {address}, with its principal place of business at {address}, and {Name of Transferee}, based at {address}, with its principal place of business at {address}. Together, the Parties are referred to herein as the “Parties” and/or any single one as a “Party”.

WHEREAS, the Transferor is the owner of certain technical information including {information};

AND WHEREAS, the Transferee wishes to acquire a right to use the technical information of the Transferor;

AND WHEREAS, the Parties wish to enter into this Agreement to effect the transfer of the technical information;

NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants hereinafter set forth, agree as follows:

1. Transfer. The Transferor hereby grants to the Transferee and the Transferee hereby accepts from the Transferor an irrevocable, non-exclusive and perpetual right to use, by any means, the technical information listed {information} provided by Transferor (the “Technical Information”).

2. No Representations or Warranties. Transferee agrees that the use, sale and/or distribution of the Technical Information is made at Transferee’s own risk. The Transferor does not make any representations or warranties as to the merchantability or fitness of the Technical Information for any particular purpose.

3. Payments. The Transferee shall pay to the Transferor {payment information}.

4. Governing Law. This Agreement, and any disputes arising out of or related to this Agreement, shall be governed by {state} law.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

{Name of Transferor}

{Name of Transferee}