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THIS AGREEMENT, made and
entered into on
.........................
of ( ) ( ) by and
between ( ), a
corporation organized
and existing under the
laws of ( ), having its
main office and place of
business at ( )
(hereinafter referred to
as “Licensor”) and ( ),
a corporation organized
and existing under the
laws of ..., having its
main office and place of
business at ...
(hereinafter referred to
as “Licensee”). |
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WITNESSETH
WHEREAS, Licensor has
long been engaged in the
manufacture and sale of
( ) Products
(hereinafter referred to
as “the Licensed
Products”); and
WHEREAS, Licensor has
acquired and possesses
valuable technical
information on the
design, manufacture,
erection and use of the
Licensed Products; and
WHEREAS, Licensee
desires to obtain, and
Licensor is willing to
grant, the right and
license to manufacture,
use and sell the
Licensed Products
utilizing technical
information furnished by
Licensor.
NOW, THEREFORE, in
consideration of
premises and covenants
hereinafter set forth,
the parties hereto agree
as follows: |
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Article 1.
Definitions
As used in this
Agreement, the following
terms have the following
meanings respectively;
1. “Licensed Products”
mean as mentioned below.
As to details of the
Products, the
stipulation of Appendix
hereto shall apply.
2. “Technical
Information” means all
the technical knowledge,
know-how, standard
calculations, data and
information developed or
otherwise generally used
by Licensor pertaining
to the manufacture, use
and sale of the Licensed
Products.
3. “Contract Territory”
means the territory
subject to (country).
4. “Industrial Property
Rights” mean any or all
rights under
patents,
utility models and
application therefore
presently owned or
hereafter acquired by
Licensor and/or which
Licensor has or may have
the right to control or
grant license thereof
during the term hereof
and which are applicable
to or may be used in
manufacture of the
Products. ( )
5. “Licensed Trademarks”
shall mean the
trademarks which are
specified in Appendix (
) hereto. |
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Article 2.
Grant of License
1. Licensor hereby
grants to Licensee (an
exclusive, a
non-exclusive) right to
manufacture, use and
sell the Licensed
Products using the
Industrial Property
Rights and Technical
Information furnished by
Licensor in the Contract
Territory.
2. Licensor hereby
grants to Licensee (an
exclusive, a
non-exclusive) right to
sell the Licensed
Products to any country
in the world (except).
Article 3.
Sales and Information
1. Upon written request
of Licensee, Licensor
shall furnish Licensee
with necessary drawings,
technical data and price
information on a
breakdown basis in order
to enable Licensee to
prepare quotations, in
so far as such
information is currently
available from Licensor.
2. To assist Licensee in
selling the Licensed
Products, Licensor will
furnish Licensee with
one complete set of
current materials
generally used for sales
promotion, such as
brochures, catalogues
and technical data
available from Licensor,
which cover the entire
range of the Licensed
Products. |
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