TEMPLATE

TERM SHEET FOR AN IP PROPOSAL

NON-CONTRACTUAL DOCUMENT CONFIDENTIAL File ref. #XXX

The present document is a non limitative working document with no legal effect. Said document shall in no event impose any obligation or grant any right whatsoever on the parties. It is hereby understood that the present document shall only constitute an invitation to enter into conversations whose duration is limited to (XX) months from the date XXXXXXX [company] sends the present document to the other party.

TERM SHEET FOR AN EXCLUSIVE LICENSE

LICENSOR / Name of company, country
LICENSEE / Name of company, country
type OF LicenSe / Exclusive/Non-exclusive license in the FIELD
FIELD / Use, development, import, production, offering and sale of PRODUCTS in the TERRITORY
TerritorY / TBD, definition of relevant geographic area
PATENT / TBD, definition of patent
PRODUCTS / PRODUCTS shall mean any devices which make use of the technical features of at least one independent claim of the PATENT.
SUBLICENSES / TBD
INTELLECTUAL PROPERTY FEES / TBD
WARRANTY / TBD, example:
The LICENSOR represents that he is authorized by the owner of the PATENT to grant this license and guarantees the material existence of the PATENT. The LICENSOR shall not provide any express or implied guarantee with respect to the utility, safety or application for any particular function of the PATENT.
The hazards, risks and perils associated with the exercise of rights granted under the LICENSE and the potential risks related to the PATENT shall be the sole responsibility of the LICENSEE who hereby accepts them.
In consequence, should the PATENT be cancelled, rejected or dependent on a patent and/or should the PRODUCTS be declared in infringement in a final legal decision as a result of the use of the PATENT, the LICENSOR shall not be liable to reimburse any sums acquired from LICENSEE or to reduce the sums due at the moment of the said final decision, or to pay damages to LICENSEE in retribution for prejudice caused for such cancellation or infringement.
LICENSEE shall waive its right to call on the LICENSOR in warranty for any damages or prejudice of any nature caused by the PRODUCTS. LICENSEE shall be solely responsible to its clients and/or any third parties for the quality and performance of the PRODUCTS.
LICENSEE shall be solely responsible for guaranteeing that the PRODUCTS are in conformity with all and any applicable laws and regulations.
Provisions of said Article shall remain in force notwithstanding early termination or expiration of term of the LICENSE.
TERM OF THE
LICENSE / The LICENSE shall take effect at the last date of signature by all the parties under consideration and shall extend to the expiration of the PATENT.
The LICENSE may be terminated for cause by either of the parties without notice in the event that the other party commits a material breach of the LICENSE in particular of any of the obligations of Articles related to financial conditions. The notice of termination shall be preceded by a written warning in which the other Party is demanded to comply with the terms of the License Agreement within 14 days. The exercise of such right to termination does not exempt the party in default from its obligations hereunder accrued prior to the effective date of termination or the liability of such party for damages incurred as a result of such termination of the LICENSE
Financial conditions / TBD, example
The LICENSEE shall pay a non creditable and non refundable down payment of XXX Euro upon signature of the license agreement.
The LICENSEE shall pay a fixed royalty of XXX Euro per piece of PRODUCTS sold.
The LICENSEE shall pay the following annual minimum royalties:
XXX
All amounts payable hereunder shall not include taxes.
ASSIGNMENT OF THE CONTRACT / The LICENSE shall be un-assignable and un-transferable.
INFRINGEMENT / The LICENSOR and the LICENSEE shall keep each other fully and rapidly informed with respect of any third party infringement in relation to the PATENT of which they may become aware and/or of any infringement claims or actions which may be taken against them.
In case of a third party infringement of the PATENTS in the TERRITORY, the LICENSOR may at its sole expense undertake legal action against the infringing party with the understanding that any damages awarded will belong entirely to the LICENSOR.
b) If the LICENSOR decide not to undertake any legal action against the infringing party provided that the LICENSEE has expressed its wish to do so, the LICENSOR may give the LICENSEE power of attorney to undertake such action in the name and on behalf of the LICENSOR. In such event, any legal costs and any damages awarded by a court decision following with PATENT infringement shall belong entirely to the LICENSEE.
c) The stipulations set out in b) are applicable subject to the legal imperative provisions valid in the TERRITORY.
Should any infringement suit be brought against LICENSEE with respect to the commercial exploitation of PRODUCTS and due to the use of the PATENT, the LICENSOR shall provide the LICENSEE with the documents which may be required for its defence. If a judgment is brought against the LICENSEE as a result of mentioned action, the LICENSEE shall waive all rights to call the LICENSOR in warranty and to claim any damages, reimbursement or reduction of sums paid or due by the LICENSEE at the moment of the final legal decision.
CONFIDENTIALITY / Each party shall agree to respect and keep strictly confidential all scientific and technical information as well as information of any other nature belonging to the other party for which it may have knowledge during the negotiations and execution of the LICENSE. The parties shall not use such information for any other purpose than the performance of the LICENSE and shall only disclose this information to its employees on a strict need-to-know basis.
General Provisions / Nothing in the LICENSE shall constitute either party a partner of the other nor shall the execution, completion and implementation of the LICENSE confer on any party any power to bind or impose any obligations to third parties on the other party or to pledge the credit of the other party.
The License Agreement shall be construed and governed by XXX law and any disputes regarding the terms of this Agreement and/or performance hereunder shall be subject to the jurisdiction of XXXX.