Intellectual Property Agreement
IP agreement means a contract executed between two or more persons for the purchase and sale of intellectual property rights(for example Trademark, Patent, Copyright, Trade secrets et.,). It sets the rights and responsibilities of each concerning intellectual property that may be created during the transfer of rights. It is also known as intellectual property transfer agreement or intellectual property assignment agreement made to protect the person from third party interference or exploitation of IP.
Intellectual Property Agreement
This Intellectual Property agreement (the “Agreement”) is made at_______on and entered into as____ (DATE) by and between (“Party A”)_______________having registered/postal address at ___________ and ____________ (“Party B”)____________ having registered/postal address_________ (Herein referred as Licensee).
Whereby the parties agree to comply with provisions governing matters in connection with the intellectual property ownership of_______ , as jointly researched and developed by the parties.
(Party A & Party B, hereinafter referred collectively to as “the Parties” and severally as “Party”)
Whereas Party A is a_______and is engaged in the ______nature of business and commercial activities. And, Whereas Part B is_____________and engaged in the ______nature of business . The Parties in consideration of the mutual promises herein contained as agreed to as follows:-
Each of the parties hereto, bearing relevant costs respectively for the period commencing from date__________ and ending on ________ jointly researched and developed _________ (hereinafter the “_________”).
NOW, THEREFORE, with respect to ownership of intellectual property and distribution of profits arising therefrom, the parties hereto hereby agree as follows:
II. Ownership of Intellectual Property
The Parties agree that Party A shall be the owner of the intellectual property that is being licensed to Party B for the fulfilment of this Agreement. Part A is exclusive and solely own throughout the world it's all right in relation to its usage, reuse, enhancement and to even dissemination and for every final result thereof in regards to the completion that may require time to time under the Copyright Act, 1956 with all its amendments that may take place time to time. Any creation of the intellectual property rights which comes into existence and which is the final work product of our union because of this Agreement thereto shall be equally applied and owned by both the Parties herein.
III. Distribution of Profits
1. The total income after deducting costs as derived from the Intellectual Property Rights shall be distributed in proportion of ____Party A and __% to Party B or as may be mutually agreed between the Parties subject to adjustments in writing between the parties hereto.
2. Where the Intellectual Property Rights are solely owned by one party pursuant to Sub-clause 5, Section II. herein, the total income derived therefrom shall be owned by such Party.
Except with the other party’s consent, neither party hereto shall disclose or reveal, directly or indirectly, any research results related to the____ (Concern Party Name), including but not limited to any statistics, information and materials. Either party undertakes to take all such steps from time to time as it shall be necessary to make sure the compliance of the Agreement with respect to its provisions and agree to maintain the secrecy of the trade secrets and records. Provided, the foregoing provisions shall not apply where any such information is already in the public domain or is in circulation amongst general public prior to disclosure, or disclosure of which is required to be made in compliance with the Courts of Law & Laws of the Country.
V. Non-Competition Clause
Licensee hereby agreed that it shall not directly or indirectly compete with the business of the Party A or of its successors/assigns in business in context to the subject-matter of the Agreement hereto.
VI. License Clause
Licensee shall have the right to make use of the intellectual property of the owner in a manner that has been agreed to in writing between the parties. Exclusive right to reproduce, sell, distribute, lease, further license, advertise, or otherwise allow any third party to make use of is completely restricted to. Subject to the terms of this Agreement hereto, the licensee hereby agrees to make the payments to Party A in accordance with this agreement, the rate of payment shall be ____ and the payment shall be made in Indian currency at the end of every month. In case, where there is delay interest of rate___shall become applicable and charged upon the fee whose payment shall be made within ___number of days.
VII. Warranty Clause
Licensee represents and warrants to the other that Party A shall be the owner of all rights, title, and interest in and to its Intellectual Property.. Either Party agrees that they shall not knowingly incorporate any patent, copyright, trade secret or other proprietary technology or designs owned by any Third Parties. The Licensee agrees to promptly inform the other Party if it knows or has any reason to believe any infringement or misappropriation of the patents, copyrights, trade secrets or other proprietary information has taken place and Third Party is in receipt of it. Licensee is prohibited completely to make, sell or distribute or assign any intellectual property for which it holds a license to make use of except pursuant to the terms of this Agreement.
VIII. Remedies Clause
In the event of a breach by the either Party, of any of their obligations under this Agreement, each party, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including the recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Parties agree that monetary damages shall not provide adequate compensation for any losses incurred by reason of a breach of any of the provisions of this Agreement at law thereof. In addition, to all other remedies that shall be available to it at law, the owner shall be entitled to obtain such injunctions, orders or decrees as may be necessary to protect the rights of the owner on accounts of such infringement.
IX. Expense Clause
The Party A shall be entitled to make the reimbursement to the Party B/Licensee for any such expenses as may be reasonably incurred by the Licensee in the performance of his/her duties in accordance with this Agreement on the production of satisfactory invoices/vouchers/supporting documents.
This Agreement shall be subject to termination in accordance with the following terms:
In case it has been mutually agreed between the parties hereto.
Where the term of this Agreement has come to expire.
Force majeure clause is attracted, which is Section 17 of this Agreement.
Party B has failed to comply with the terms and conditions of this agreement.
Where both the Parties have not acted in accordance with the spirit of this Agreement.
Where either Party is in violation of the laws of the Country.
Where either Party has been prevented by has been prevented by the order/decree court of law.
XI. Dispute Resolution
In the event of any dispute in connection with this Agreement, the parties hereto shall make efforts to negotiate and resolve such disputes under principles of good faith and honesty. Where the parties fail to resolve the dispute by negotiation with ___days, they shall submit to arbitration. The Arbitrator shall be mutually decided by both parties within __days from the date at which the issue was being raised or brought to attention in writing by either party. The Seat of Arbitration will be at____ and the language of the proceedings will be______. The Cost of the arbitration will be borne by both the parties in equal proportions or as decided by the Arbitral tribunal.
1. The parties hereto agree that the persons listed below shall be the contact persons for this Agreement. All relevant notices or communications to be delivered to such contact persons hereunder shall be deemed delivered to the Parties:
(i) Party ___
Contact Person: _____________________
Address/E-mail/Contact numbers etc.,
(ii) Party ___
a) Contact Person: _____________________
b) Address/E-mail/Contact numbers etc.,
2. Any change in the contact persons of the parties shall be communicated to the other party in writing and shall be effective __ days from issuance thereof.
The parties hereto agree that in the event of any dispute arising from or in connection with this Agreement, they shall submit to the jurisdiction of the______________District Court as the court of the first instance.
If any provision of this Agreement shall be determined to be illegal or unenforceable, such provision, to the extent it shall be illegal or unenforceable, shall be deemed severed from this Agreement and shall be substituted by a reasonable provision to be mutually agreed upon.
Any variation of this Agreement shall be mutually agreed in writing and executed by or on behalf of each of the parties hereto.
Licensee herein shall not assign its rights and obligations in whole or in part hereunder without the prior written consent of the other Party.
XVII. Force Majeure
Neither Party shall be in default under this Agreement by reason of its failure or delay in the performance of its obligations if such failure or delay is caused by actions of God, Government laws and regulations, strikes, lock-outs, war or any other caused beyond its reasonable control.
In Witness Whereof, the parties hereto have caused this Agreement to be executed as the date of the written above.
Witness 1 : PARTY A (details of name/address/contact)
Name / Address details/contact details Dated:
Witness 2 : PARTY B (details of name/address/contact)
Name / Address details/contact details Dated:
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