Exclusive License Agreement Sample
The following example license agreement describes an agreement between licensor “Valerie J Toups” and licensee “Matthew K Jordan”. Valerie J Toups agrees to allow Matthew K Jordan to use the Licensed IP on the specified terms. (g) a license in another territory or territory, in addition to the territory and/or area, is the subject of a separate agreement and requires the submission by the licensee of satisfactory evidence to HARVARD that demonstrates the licensee`s willingness and ability to develop and commercialize the types of products or processes in that other area and/or area of use; who will likely be in that other area and/or field. An exclusive license gives the licensee the exclusive and unique right to use the IP – even the licensor cannot use the IP. As soon as a licensor grants an exclusive license to someone, no further license can be granted for that IP. How will licensor be compensated for the use of the content? Legally, we speak of “counterpart”. The counterpart is an exchange of benefits for each party. The licensee enjoys the benefit of using the content, while the licensor receives financial or other compensation. While financial compensation is the norm, other compensation may include advertisements for the content owner when the content is used, or other “creative” benefits. A full license agreement may contain model clauses and the museum`s position and policy in relation to each clause. As a licensor and as a licensee, the Directive may define the museum`s position vis-à-vis any clause, both from the point of view of the licensor and the licensee. In addition, the proposed wording for each clause can be included in your directive.
Depending on what you negotiate, the licensee should keep in mind that there are costs for keeping their own archives of electronic content. There may be upfront costs for creating the archive and backing up the content. It can also be expensive to “renew data”, that is, to keep it in a current and accessible format, to constantly update it to keep pace with technological change, which can be relatively expensive. Indeed, the manufacture of a copy printed on acid-free paper can be more economical than an electronic archive and may meet the collection requirements of a licensee. If this is being contemplated by a licensee, make sure the authorization is included in your license. In certain circumstances, the licensor may want the licensee to track the use of the licensed content – who uses the content and how often it is used. Tracking usage may raise the issue of privacy, particularly with respect to uses by non-employees of the licensee, such as “external” researchers. Monitoring how and when researchers use licensed content can be an invasion of their privacy. It also requires staff time and equipment, such as software and even hardware, to perform this monitoring.
Before agreeing to track usage, a licensee should think about the privacy of its researchers and other costs associated with it. If a licensee agrees to track usage, it is a good idea to inform their researchers of this practice. (d) Harvard may, at any time, terminate the License after [number] years from the effective date of this Agreement or not make it exclusive if, in HARVARD`s reasonable discretion, the progress reports prepared by Licensee do not prove that Licensee: a License must clearly contain the names of the two parties who received the License. . . .