Patent License Agreement Template

PATENT LICENSE AGREEMENT

Date: Date

Between:

Licensor (Patent Owner): Name

Address: Address

AND

Licensee: Name/Company

Address: Address

1. LICENSED PATENT

Patent Title: Patent Title

Patent Number: Patent Number

Application Number: If pending

Filing Date: Date

Issue Date: Date

Expiration Date: Date

Territory: Countries

Patent Claims:

Brief description of patent claims being licensed

2. GRANT OF LICENSE

Licensor grants Licensee a Exclusive/Non-Exclusive/Sole license to:

• Make products covered by the Patent
• Use the patented invention
• Sell products incorporating the Patent
• Import/Export licensed products

Field of Use: Specific applications or industries

Territory: Geographic scope

3. SUBLICENSING

Licensee may/may not grant sublicenses.

If permitted:

• Sublicenses subject to these terms
• Licensor approval required
• Licensee remains responsible
• Revenue sharing terms

4. ROYALTIES AND PAYMENTS

Upfront Fee: Amount - Due upon signing

Royalty Structure:

• Rate: Percentage% of Net Sales/Gross Revenue
• Or: Amount per unit sold
• Minimum annual royalty: Amount

Milestone Payments:

• First commercial sale: Amount
• Milestone: Amount
• Milestone: Amount

Payment Terms:

• Royalties due Quarterly/Annually
• Payment within Days of period end
• Currency: Currency

5. REPORTS AND RECORDS

Licensee shall provide:

• Quarterly sales reports
• Units manufactured and sold
• Gross and net sales
• Royalties calculation

Audit Rights:

Licensor may audit with Notice Period notice. If underpayment exceeds Percentage%, Licensee pays audit costs.

6. DEVELOPMENT AND COMMERCIALIZATION

Licensee agrees to:

• Use reasonable efforts to commercialize
• Meet development milestones (Appendix A)
• Achieve first commercial sale by Date
• Maintain minimum sales levels

Failure to Commercialize:

May result in license becoming non-exclusive or termination.

7. IMPROVEMENTS

Improvements by Licensee:

• Owned by Licensee/Shared/Owned by Licensor
• Licensor granted License type to improvements

Improvements by Licensor:

• Included in license/Separate agreement required

8. PATENT PROSECUTION AND MAINTENANCE

Responsibility for:

• Filing and prosecuting patent applications: Licensor/Licensee
• Paying maintenance fees: Licensor/Licensee
• Patent costs in licensed territory: Party

Licensee Involvement:

• Right to participate in prosecution: Yes/No
• Right to review applications: Yes/No

9. PATENT ENFORCEMENT

Infringement by Third Parties:

• Licensor has first right to sue
• If Licensor declines, Licensee may sue
• Costs and recoveries shared: Split

Defense of Patent:

If Patent is challenged:

• Party responsible for defense
• Costs borne by: Party or shared
• Other party may participate

10. REPRESENTATIONS AND WARRANTIES

Licensor represents:

• Owns Patent with right to license
• Patent is valid and enforceable
• No pending disputes or challenges
• Not aware of infringement

Licensee represents:

• Will use Patent only as authorized
• Has expertise to commercialize
• Financially capable of obligations

11. INDEMNIFICATION

Licensor indemnifies against claims that Patent infringes third-party rights.

Licensee indemnifies against claims arising from:

• Manufacturing or selling licensed products
• Product liability
• Licensee's negligence

12. CONFIDENTIALITY

Both parties agree to:

• Protect confidential information
• Use information only for permitted purposes
• Not disclose to third parties

13. TERM AND TERMINATION

Term: From execution until Patent expiration or earlier termination

Termination for:

• Material breach (with cure period)
• Bankruptcy or insolvency
• Failure to pay royalties
• Patent invalidity ruling
• Failure to meet milestones

Effect of Termination:

• Licensee ceases all use
• Sell-off period: Duration
• Final accounting and payment
• Return confidential information

14. POST-TERMINATION

After expiration or termination:

• Licensee retains No rights/Limited rights
• Confidentiality obligations continue
• Royalties on sell-off inventory due

15. LIMITATION OF LIABILITY

Licensor not liable for:

• Consequential or indirect damages
• Lost profits
• Licensee's business decisions

Licensor's total liability capped at: Amount or royalties paid

16. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: Jurisdiction

Venue: Location

Dispute Resolution:

• Negotiation first
• Then mediation
• Then Arbitration/Litigation

SIGNATURES:

Licensor:

Signature: _______________________

Name: Name

Date: _______________________

Licensee:

Signature: _______________________

Name: Name

Title: If company

Date: _______________________

APPENDIX A: Development Milestones

Detailed milestone schedule