This License
Agreement is made on [AGREEMENT DATE][ (the "Effective
Date")]
between [PARTY A NAME], [whose principal place of residence is at / a
[CORPORATE JURISDICTION] corporation with its principal place of business at
[PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME],
[whose principal place of residence is at / a [CORPORATE JURISDICTION]
corporation with its principal place of business at] [PARTY B ADDRESS]] (the
"[PARTY B ABBREVIATION]").
The parties
agree as follows (the capitalized terms used in this agreement, in addition to
those above, being defined in section [DEFINITIONS]).
Grant of License
Exclusive Grant. The Licensor grants to the Licensee
an exclusive, nontransferable license to develop and commercialize the Licensed
Products, market and sell Licensed Products anywhere in the Licensed Territory,
and sub-license the Licensed Patents, in accordance with the terms of this
agreement.
Licensee's Use of Licensed Patents. The Licensee shall use
the Licensed Patents only in accordance with this agreement.
Reservation of Rights. Any rights not expressly granted to
the Licensee in this agreement are reserved to the Licensor. The Licensee does
not acquire any interest other than the rights to the Licensed Patents granted
under this agreement.
Royalties. In exchange for the [DELIVERABLE],
[PARTY B] shall pay [PARTY A] the Royalties Fees, and down payment, according
to section [PAYMENT OF ROYALTIES].
Payment
of Royalties Fees
Down Payment. On the Effective Date,
[PARTY B] shall pay [PARTY A] a down payment of $[DOWN PAYMENT AMOUNT].
Fixed Royalty Rate. [PARTY B] shall pay to [PARTY A] the
"Royalties Fees" equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s total
sales of the [Licensed Goods / Licensed Software / Licensed Method / Assigned
Patents] over each [PAYMENT PERIOD] period (each period, an "Accounting
Period"),due within [14] Business Days' of the end of the applicable
Accounting Period, in immediately available funds, and to the account [PARTY A]
lists immediately below:
Account Number:
Routing Number:
Minimum Royalty Fee. Each Accounting Period,
[PARTY B] shall pay [PARTY A] a minimum royalty fee equal to $[MINIMUM ROYALTY
FEE AMOUNT],
which will be credited against any Royalty Fees due that Accounting Period
under paragraph [FIXED ROYALTY RATE].
Accounting. [PARTY B] shall send with each payment to [PARTY A] a
certified accounting for the applicable Accounting Period, correctly listing
the sales of the [Licensed Goods / Licensed Software / Licensed Method /
Assigned Patents] over that Accounting Period.
Registration
and Maintenance of Intellectual Property
Registration and Maintenance Efforts. [PARTY A] shall use
reasonable efforts to register and maintain the registration of the Licensed
Intellectual Property.
Copies of Registration and
Documentation.
[PARTY A] shall provide [PARTY B] with copies of relevant registrations and
other documentation.
Confidentiality. [PARTY B] shall to keep
confidential all information [PARTY A] provides under this section.
Development and Commercialization
Development
Plan
Initial Development Plan. [PARTY B] shall deliver
to [PARTY A], no later than [DATE, MONTH], a copy of an initial development
plan for the [DELIVERABLE] (the "Development Plan"), to demonstrate
[PARTY B]'s capability to commercialize the [Licensed Goods / Licensed Software
/ Licensed Method], project the timeline for completing the necessary tasks and
meeting the milestones listed in section [PAYMENT OF ROYALTIES], and measure
[PARTY B]'s progress against the projected timeline.
Updated Development Plan. Before [December 1] of each year,
[PARTY B] shall deliver to [PARTY A] a written report measuring [PARTY B]'s
progress against the Development Plan.
[PARTY B]'s Efforts. [PARTY B] shall use
reasonable efforts to develop, commercialize, market, and sell the [Licensed
Goods] to meet the objectives of the Development Plan, including meeting the
milestones listed in section [PAYMENT OF ROYALTIES]
Diligence
Resources
Expenditures. Each six month period following the Effective
Date,
[PARTY B] shall expend at least $[DEVELOPMENT AND COMMERCIALIZATION INVESTMENT]
to develop and
commercialize
the [Licensed Goods / Licensed Software / Licensed Method], including, research and development, advertising and marketing, consumer surveys and research, regulatory expenses, and documenting external
consulting payments.
Shortfall. If [PARTY B] spends less than the
minimum development and commercialization amount specified in
paragraph
[EXPENDITURES] over any six month period, [PARTY B] shall pay to [PARTY A] the
amount [PARTY B] was required to but did not spend, paid on the next Accounting
Period.
Accumulation. If [PARTY B] spends more
than the minimum development and commercialization amount specified in
paragraph [EXPENDITURES] over any six month period, the excess amount will be
credited towards the minimum development and commercialization for the next six
month period.
Confidentiality Obligations. The parties shall continue to be
bound by the terms of the non-disclosure agreement between the parties, dated
[DATE] and attached to this agreement on [ATTACHMENT].
Patent Markings. [PARTY B] shall mark all Licensed
Goods and containers of Licensed Goods in accordance with applicable patent
marking Laws.
Use of Name. Neither party will use the other party's name, logos,
trademarks, or other marks without that party's written consent.
Export Compliance. [PARTY B] shall be solely
responsible for obtaining all licenses, Permits or authorizations as required
from time to time by the United States and any other government for any export.
Insurance
Insurance Requirement. [PARTY A] shall maintain
the insurance necessary to cover its obligations and responsibilities under
this agreement, or any amount required by Law, but in no case less than [LIST
OF SPECIFIC
TYPES AND
AMOUNTS OF INSURANCE REQUIRED]
Proof of Insurance. At [PARTY B]'s request, [PARTY
A] shall
provide [PARTY B] with certificates or other acceptable proof of its insurance,
describing the coverage of its insurance, and notice of any material change to
its insurance.
Additional Insurance. [PARTY B] may require [PARTY A] to
obtain a reasonable amount of additional insurance, by providing [PARTY A] with
good reason for the additional insurance, and requirements for the additional
insurance.
Additional
Insured
[PARTY B] Added to [PARTY
A]'s Policy
[PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days'
of the Effective Date, have [PARTY A]'s insurer add [PARTY B] as an additional
insured to [PARTY A]'s policy.
Certificate of Insurance. [PARTY A] shall have its
insurer send a certificate to [PARTY B], proving [PARTY B] has been added to
[PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30]
Business Days written notice before any proposed cancelation, modification, or
reduction in coverage of [PARTY A]'s policy.
No Contribution from [PARTY A]. Any insurance carried by
[PARTY B] will not be subject to contribution.
Compliance with Laws. Each party shall comply
with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]], keep records
evidencing its compliance, on the other party's reasonable request, provide
these records of compliance to the other party, and notify the other party if
it becomes aware of any non-compliance in connection with this section.
Representations
Mutual
Representations
Existence. The parties are corporations incorporated and existing
under the laws of the jurisdictions of their respective incorporation.
Authority and Capacity. The parties have the authority and
capacity to enter into this agreement.
Execution and Delivery. The parties have duly executed and
delivered this agreement.
Enforceability. This agreement constitutes a legal,
valid, and binding obligation, enforceable against the parties according to its
terms.
No Conflicts. Neither party is under any restriction or obligation
that the party could reasonably expect might affect the party's performance of
its obligations under this agreement.
No Breach. Neither party’s execution, delivery, or performance of
its obligations under this agreement will breach or result in a default under
its articles, bylaws, or any unanimous shareholders agreement, any Law to which
it is subject, any judgment, Order, or decree of any Governmental Authority to
which it is subject, or any agreement to which it is a party or by which it is
bound.
Permits, Consents, and Other Authorizations. Each party holds all
Permits and other authorizations necessary to own, lease, and operate its
properties, and conduct its business as it is now carried on.
No Disputes or Proceedings. [Except as disclosed in the parties
respective Disclosure Schedules] There are no Legal Proceedings pending,
threatened, or foreseeable against either party, which would affect that
party’s ability to complete its obligations under this agreement.
No Bankruptcy. Neither party has taken or
authorized any proceedings related to that party’s bankruptcy, insolvency,
liquidation, dissolution, or winding up.
[PARTY
A]'s Representations
IP Disclosure Schedule. [PARTY A]'s Disclosure Schedule
lists all of the [Licensed Goods / Licensed Software / Licensed Method],
and any exceptions to its
representations.
Ownership. [Except as disclosed in [PARTY A]'s Disclosure
Schedule] [PARTY A] has the exclusive right to grant the [DELIVERABLE],has the
exclusive right to use and grant rights to use the [Licensed Goods / Licensed
Software / Licensed Method] [ in the Licensed Territory], is the sole owner of
the exclusive rights and all interest in the [Licensed Goods / Licensed
Software / Licensed Method], free of claims by any third party, and holds the
[Licensed Goods / Licensed Software / Licensed Method] free of any other
Encumbrances.
Registration
Necessary Rights and Privileges. [PARTY A] possesses all
necessary rights and privileges to cause the [Licensed Goods / Licensed
Software / Licensed Method] to be
registered in, filed in, or issued by the United States Patent and
Trademark Office, United States Copyright Office, or the corresponding offices
of other jurisdictions and countries.
No Adverse Facts or Circumstances. To [PARTY A]'s Knowledge,
there are no facts or circumstances which would prevent its registration,
filing, or issuance described in paragraph [NECESSARY RIGHTS AND PRIVILEGES]
above.
Status of Licensed Intellectual Property. [PARTY A] has properly maintained the [Licensed Goods /
Licensed Software / Licensed Method], and paid all applicable maintenance and
renewal fees.
No Prior Grant or Transfer. [PARTY A] has not granted and is not
obligated to grant any license to any third party that would conflict with the [DELIVERABLE]
under this agreementassigned or exclusively licensed, and is not obligated to
assign or exclusively license, any of
the [Licensed
Goods / Licensed Software / Licensed Method] to any third party that would
conflict with the [DELIVERABLE] under this agreement.
No Infringement. The [Licensed Goods / Licensed
Software / Licensed Method] does not infringe the Intellectual Property rights
or other rights of any third party.
No Third Party infringement. [Except as disclosed in [PARTY A]'s
Disclosure Schedule] To [PARTY A]'s Knowledge, no third party is infringing the
[Licensed Goods / Licensed Software / Licensed Method].
Not in Public Domain. The [Licensed Goods / Licensed
Software / Licensed Method] is not in the public domain.
[PARTY
B]'s Representations
Reasonable Efforts. [PARTY B] shall use reasonable
efforts to commercialize the [Licensed Goods / Licensed Software / Licensed
Method], including meeting any commercialization milestones outlined in this
agreement.
No
Warranty
"As-Is". The Software is provided "as
is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does
not make any warranty regarding the Software, and
[PARTY
A] disclaims to the extent authorized by law any and all other warranties,
whether express or implied, including any implied warranties of merchantability
or fitness for a particular purpose.
Term
Initial Term. The initial term of this agreement begins on [the
Effective Date] and will continue for [TERM YEARS] years, unless terminated
earlier (the "Initial Term").
Renewal Term by Notice. [PARTY B] may renew this agreement
for successive renewal terms of [RENEWAL YEARS] length ("Renewal
Terms"), unless terminated earlier, by giving [PARTY A] notice of the
intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days
before the end of the Current Term.
Term Definition. "Term" means either the
Initial Term or the then-current Renewal Term.
Termination
by [PARTY B]
Termination on Notice. [PARTY B] may terminate this
agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to
[PARTY A].
Termination for Material Breach. [PARTY B] may terminate
this agreement with immediate effect by delivering notice of the termination to
[PARTY A], if [PARTY A] fails to perform, has made or makes any inaccuracy in,
or otherwise materially breaches, any of its obligations, covenants, or
representations, andthe failure, inaccuracy, or breach continues for a period
of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to
[PARTY A] reasonably detailing the breach.
Termination for Insolvency. If [PARTY A] becomes insolvent,
bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may
terminate this agreement with immediate effect.
Termination
by [PARTY A]
Termination on Notice. [PARTY A] may terminate this
agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to
[PARTY B].
Termination for Material
Breach.
[PARTY A] may terminate this agreement with immediate effect by delivering
notice of the termination to [PARTY B], if [PARTY B] fails to perform, has made
or makes any inaccuracy in, or otherwise materially breaches, any of its
obligations, covenants, or representations, including if [PARTY B]fails to
adequately develop and commercialize the [Licensed Goods / Licensed Software /
Licensed Methods] under section [DEVELOPMENT AND
COMMERCIALIZATION],
uses [Licensed Goods / Licensed Software / Licensed Methods] in any way that
violates this agreement, including any of [PARTY A]'s plans or policies under
this agreement, or otherwise exceeds the rights granted under the
[DELIVERABLE], and the failure, inaccuracy, or breach continues for a period of
[BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to
[PARTY B] reasonably detailing the breach.
Termination for Insolvency. If [PARTY B] becomes insolvent,
bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may
terminate this agreement with immediate effect. Infringement and Litigation
Notice. [PARTY B] shall promptly inform [PARTY A] of any
suspected infringement of the [DELIVERABLE] or [Licensed Good / Licensed
Software / Licensed Method] by a third party.
[PARTY B] Prosecution of Infringement. [PARTY B] shall have the
first right to sue any infringer of the [DELIVERABLE] or [Licensed Good /
Licensed Software / Licensed Method] at its own expense in the name of [PARTY
A].
[PARTY A] Rights to Prosecution. If [PARTY B] fails to sue
an infringer within a reasonable time, [PARTY A] may file and maintain, at its
own expense, an infringement suit.
Cooperation. On [PARTY B]'s reasonable request, [PARTY A] shall join
and cooperate with [PARTY B] in an infringement suit brought by [PARTY B].
Recovery
of Damages
[PARTY B] Bears Expenses. [PARTY B] shall bear all costs of an
infringement action commenced by [PARTY B] shall be borne by [PARTY B].
Damages Treated as Sales. [PARTY B] shall retain any such
recovery or damages from such an action and such recovery or damages shall be
treated as sales of the [DELIVERABLE] or [Licensed Good / Licensed Software /
Licensed Method].
Indemnification
Indemnification by [PARTY A]. [PARTY A] (as an indemnifying party)
shall indemnify [PARTY B] (as an indemnified party) against all losses and
expenses arising out of any proceeding brought by either a third party
or [PARTY B],
and arising out of [PARTY A]'s breach of its obligations, representations,
warranties, or covenants under this agreement, or arising out of [PARTY B]'s proper exercise of its rights to the [Licensed Goods
/ Licensed Software / Licensed Methods] under the [DELIVERABLE] and this
agreement.
Indemnification by [PARTY B]. [PARTY B] (as an
indemnifying party) shall indemnify
[PARTY A] (as an indemnified
party) against all losses and expenses arising out of any proceedingbrought by
either a third party or [PARTY A], and arising out of [PARTY B]'s breach of its
obligations, representations, warranties, or covenants under this agreement, or
arising out of [PARTY B]'s unauthorized exercise of the rights to the [Licensed
Goods / Licensed Software / Licensed Methods] in breach of the [DELIVERABLE] or
this agreement.
Mutual Indemnification. Each party (as an indemnifying
party) shall indemnify the other (as an indemnified party) against all losses
arising out of any proceeding brought by either a third party or an indemnified
party, and arising out of the indemnifying party's willful misconduct or gross
negligence.
Notice and Failure to Notify.
Notice Requirement. Before bringing a claim for
indemnification, an indemnified party shall promptly notify the indemnifying
party of the indemnifiable proceeding, and deliver to the indemnifying party
all legal pleadings and documents necessary to defend the indemnifiable
proceeding.
Failure to Notify. If the indemnified party fails to
notify indemnifying party of the indemnifiable proceeding, indemnifying party
will be relieved of its indemnification obligations to the extent it was
prejudiced by indemnified party's failure.
Exclusive Remedy. The parties' right to
indemnification is the exclusive remedy available in connection with the
indemnifiable proceedings.
Limitation
on Liability
Mutual Limitation on Liability. Neither party will be
liable for breach-ofcontract damages that are remote or speculative, or that
the breaching party could not reasonably have foreseen on entry into this
agreement.
Maximum Liability. [PARTY A]'s liability under this
agreement will not exceed $[MAXIMUM LIABILITY].
Definitions
"Action"
means any legal or administrative claim, suit, action, complaint, charge,
grievance, arbitration, audit, investigation, inquiry, or other proceeding.
"Affiliates"
means, as to any specified entity, any other entity that, directly or
indirectly through one or more intermediaries or otherwise, controls, is
controlled by or is under common control with the specified entity. For
purposes of this definition, "control" of an entity means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such entity, whether by contract or
otherwise.
"Disclosure
Schedule" means the schedules delivered, before the execution of this
agreement, by each party to the other party which list, among other things,
items the disclosure of which is necessary or appropriate either in response to
an express disclosure requirement contained in a provision of this agreement or
as an exception to one or more of the representations or warranties made by the
party, or to one or more of the covenants of the party. The inclusion of an
item in a Disclosure Schedule as an exception to a representation or warranty
will not by itself be deemed an admission by a party that such item is material
or that such item is reasonably likely to result in a Material Adverse Effect
with respect to such party or was required to be disclosed therein.
"Encumbrances"
means any pledges, liens, charges, security interests, leases, title retention
agreements, mortgages, restrictions, developments or similar agreements,
easements, rights-of-way, title defects, options or adverse claims or
encumbrances of any kind or character whatsoever.
"Governmental
Authority" means
(a) any federal, state, local
or foreign government, and any political subdivision of any of them,
(b) any agency or
instrumentality of any such government or political subdivision,
(c) any self-regulated
organization or other non-governmental regulatory authority or
quasi-governmental authority (to the extent that its rules, regulations or
orders have the force of Law), or (
d) any
arbitrator, court or tribunal of competent jurisdiction.
"Intellectual
Property" means any and all of the following in any jurisdiction
throughout the world
(a)
trademarks
and service marks, including all applications and registrations, and the
goodwill connected with the use of and symbolized by the foregoing,
(b)
copyrights,
including all applications and registrations related to the foregoing,
(c)
trade
secrets and confidential know-how,
(d)
patents
and patent applications,
(e)
websites
and internet domain name registrations, and
(f)
other
intellectual property and related proprietary rights, interests and protections
(including all rights to sue and recover and retain damages, costs and
attorneys' fees for past, present, and future infringement, and any other
rights relating to any of the foregoing).
"Law"
means
(a) any law (including the
common law), statute, bylaw, rule, regulation, order, ordinance, treaty,
decree, judgment, and
(b) any official directive,
protocol, code, guideline, notice, approval, order, policy, or other
requirement of any Governmental Authority having the force of law.
"Legal
Proceeding" means any claim, investigation, hearing, legal action, or
other legal, administrative, arbitral, or similar proceeding, whether civil or
criminal (including any appeal or review of any of the foregoing).
"[License
Grant /DELIVERABLE]" is defined in section [LICENSE]. "[Licensed
Goods / Licensed Software / Licensed Method]" is defined in section
[LICENSE].
"Licensed
Intellectual Property" is defined in section [LICENSE].
"Licensed
Territory" is defined in section [LICENSE].
"Order"
means any decision, order, judgment, award or similar order of any court of
competent jurisdiction, arbitration panel, or Governmental Authority having
jurisdiction over the subject matter, whether preliminary or final.
"Permits"
means all material licenses, franchises, permits, certificates, approvals and
authorizations, from Governmental Authorities necessary for the ownership and
operation of its portion of the Business.
"Representatives"
includes the party's directors, officers, employees, accountants, counsel,
investment bankers and consultants.
"Taxes"
includes all taxes, assessments, charges, duties, fees, levies and other
charges of a governmental entity, including income, franchise, capital stock,
real property, personal property, tangible, withholding, employment, payroll,
social security, social contribution, unemployment compensation, disability,
transfer, sales, use, excise, gross receipts, value-added and all other taxes
of any kind for which a party may have any liability imposed by any governmental
entity, whether disputed or not, any related charges, interest or penalties
imposed by any governmental entity, and any liability for any other person as a
transferee or successor by Law, contract or otherwise.
"Term"
is defined in the [TERM] clause.
General
Provisions
Entire Agreement. The parties intend that this
agreement, together with all attachments, schedules, exhibits, and other
documents that both are referenced in this agreement and refer to this agreement,
represent the final expression of the parties' intent relating to the subject
matter of this agreement, contain all the terms the parties agreed to relating
to the subject matter, and replace all of the parties' previous discussions,
understandings, and agreements relating to the subject matter of this
agreement.
Counterparts
Signed in Counterparts. This agreement may be signed in any
number of counterparts.
All Counterparts Original. Each counterpart is an original.
Counterparts Form One Document. Together, all
counterparts form one single document.
Amendment.
This agreement can be amended only by a writing signed by both parties.
Interpretation
References
to Specific Terms
Accounting Principles. Unless otherwise specified, where
the character or amount of any asset or liability, item of revenue, or expense
is required to be determined, or any consolidation or other accounting
computation is required to be made, that determination or calculation will be
made in accordance with the generally accepted accounting principles defined by
the professional accounting industry in effect in the United States
("GAAP").
Currency. Unless otherwise specified, all dollar amounts
expressed in this agreement refer to American currency.
"Including." Where this agreement
uses the word "including," it means "including without
limitation," and where it uses the word "includes," it means
"includes without limitation."
"Knowledge." Where any
representation, warranty, or other statement in this agreement, or in any other
document entered into or delivered under this agreement,] is expressed by a
party to be "to its knowledge," or is otherwise expressed to be
limited in scope to facts or matters known to the party or of which the party
is aware, it means: the then-current, actual knowledge of the directors and
officers of that party, and the knowledge that would or should have come to the
attention of any of them had they investigated the facts related to that
statement and made reasonable inquiries of other individuals reasonably likely
to have knowledge of facts related to that statement.
Statutes, etc. Unless specified otherwise, any
reference in this agreement to a statute includes the rules, regulations, and
policies made under that statute and any provision that amends, supplements,
supersedes, or replaces that statute or those rules or policies.
Number and Gender. Unless the context requires
otherwise, words importing the singular number include the plural and vice
versa; words importing gender include all genders.
Headings. The headings used in this agreement and its division
into sections, schedules, exhibits, appendices, and other subdivisions do not
affect its interpretation.
Internal References. References in this agreement to
sections and other subdivisions are to those parts of this agreement.
Calculation of Time. In this agreement, a
period of days begins on the first day after the event that began the period
and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any
period of time is to expire, or any action or event is to occur, on a day that
is not a Business
Day, the period
expires, or the action or event is considered to occur, at 5:00 p.m. [TIME
ZONE] Time on the next Business Day.
Construction of Terms. The parties have each participated
in settling the terms of this agreement. Any rule of legal interpretation to
the effect that any ambiguity is to be resolved against the drafting party will
not apply in interpreting this agreement.
Conflict of Terms. If there is any
inconsistency between the terms of this agreement and those in any schedule to
this agreement or in any document entered into under this agreement, the terms
of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take
all necessary steps to conform the inconsistent terms to the terms of [this
agreement / [SPECIFIED AGREEMENTS].
Binding Effect. This [agreement /plan] will benefit
and bind the parties and their respective heirs, successors, and permitted
assigns.
No Third-Party Beneficiaries. Unless explicitly stated otherwise
elsewhere in this agreement, no Person other than the parties themselves has
any rights or remedies under this agreement.
Assignment. Neither party may assign this agreement or any of their
rights or obligations under this agreement without the other party's written
consent.
Notices
Method of Notice. The parties shall give all notices
and communications between the parties in writing by (i) personal delivery,
(ii) a nationallyrecognized, next-day courier service, (iii) first-class
registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic
mail] to the party's address specified in this agreement, or to the address
that a party has notified to be that party's address for the purposes of this
section.
Receipt of Notice. A notice given under this agreement
will be effective on the other party's receipt of it, or if mailed, the earlier
of the other party's receipt of it and the [fifth] business day after mailing
it.
Dispute
Resolution
Arbitration. Any dispute or controversy
arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be
settled by
arbitration in
[STATE], according to the rules of the American Arbitration
Association
then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].
Judgment. Judgment may be entered on the arbitrator's award in
any court having jurisdiction.
Arbitrator's Authority. The arbitrator will not have the
power to award any punitive [or consequential] damages.
Survival. The parties'
obligations under sections [CONFIDENTIALITY
OBLIGATIONS],
[NON-COMPETITION OBLIGATION], and [EFFECT OF
TERMINATION]
will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.
Governing
Law and Consent to Jurisdiction and Venue
Governing Law. This agreement, and any
dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed
by the laws of the State of [GOVERNING LAW STATE].
Consent to Jurisdiction. Each party hereby
irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue
of any [state or federal] court located within [VENUE COUNTY] County, State of
[VENUE STATE], in connection with any matter arising out of this [agreement /
plan] or the transactions contemplated under this [agreement / plan].
Consent to Service. Each party hereby
irrevocably agrees that process may be served on it in any manner authorized by
the Laws of the State of [GOVERNING LAW STATE], and waives any objection which it might otherwise
have to service of process under the Laws of the State of [GOVERNING LAW
STATE].
Waiver
Affirmative Waivers. Neither party's failure or neglect
to enforce any rights under this agreement will be deemed to be a waiver of
that party's rights.
Written Waivers. A waiver or extension is only
effective if it is in writing and signed by the party granting it.
No General Waivers. A party's failure or neglect to
enforce any of its rights under this agreement will not be deemed to be a
waiver of that or any other of its rights.
No Course of Dealing. No single or partial exercise of any
right or remedy will preclude any other or further exercise of any right or
remedy.
Severability. If any part of this agreement is declared unenforceable
or invalid, the remainder will continue to be valid and enforceable.
Force Majeure. Neither party will be liable for
performance delays nor for non-performance due to causes beyond its reasonable
control, except for payment obligations.
This agreement
has been signed by the parties.
[PARTY A NAME]
Name: [PARTY A
SIGNATORY NAME]
Title: [PARTY A
SIGNATORY TITLE]
[PARTY B NAME]
Name: [PARTY B
SIGNATORY NAME]
Title: [PARTY B
SIGNATORY TITLE]
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