TECHNOLOGY TRANSFER AND COOPERATIVE PRODUCTION AGREEMENT
This Technology Transfer and Cooperative Production Agreement is made and entered into on [DATE], by and between [PARTY A], a [STATE] corporation, with its principal offices located at [ADDRESS], and [PARTY B], a [STATE] corporation, with its principal offices located at [ADDRESS].
WHEREAS, PARTY A owns certain patents, trademarks, copyrights, proprietary technology and trade secrets (“Intellectual Property”); and
WHEREAS, PARTY A desires to transfer and license to PARTY B certain Intellectual Property for the purposes of cooperative production and distribution of certain products (the “Products”); and
WHEREAS, PARTY B desires to use, produce and distribute certain Products; and
NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. General.
PARTY A hereby grants to PARTY B a non-exclusive, royalty-free, worldwide, transferable and sublicensable license to use, reproduce, adapt, modify, make derivative works of, distribute, and display its Intellectual Property for the purposes of producing and distributing the Products.
2. Warranty.
PARTY A represents and warrants that it is the owner of the Intellectual Property, that the license herein granted does not conflict with or infringe upon the rights of any other person or entity, and that PARTY B is not required to obtain any license or other authorization from any third party for the purpose of manufacturing or distributing the Products.
3. Payments.
PARTY B will pay PARTY A a fixed fee of [AMOUNT] upon the execution of this Agreement.
4. Confidentiality.
Each party agrees that any and all information regarding the Products and the Intellectual Property shall be treated as confidential and not disclosed to third parties without the express written permission of the other party. Neither party shall use or disclose any such confidential information except as necessary for the performance of obligations hereunder.
5. Termination.
This Agreement shall terminate upon the expiration or termination of the license granted herein or upon written notice of termination by either party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
PARTY A:
By: ________________________
Name: ________________________
Title: ________________________
PARTY B:
By: ________________________
Name: ________________________
Title: ________________________
