Sample Clauses

<PLEASE DELETE UPON COMPLETION>. Remuneration and Purchase Price (see Box 8) The Licensee agrees to pay to the Licensor a royalty consisting of the following:

<PLEASE DELETE UPON COMPLETION>. As a result of entry into this Agreement and on the condition that it timely and fully meets all of its obligations set out herein, the Licensee is authorized to exploit the Software, namely, to reproduce, distribute and otherwise make it available to the public for commercial purposes, in accordance with this Agreement and the Software Utilization Plan making part of the same. The Licensee has the authority to sub-license the Software without the need for consent from the Licensor, including in the event of the transfer of the plant or a part thereof, on conditions set out in Annex [insert Annex number, if applicable] to this Agreement [see Box 4]. The Licensee is obligated to take reasonable case for and maintain the integrity and reputation of the Licensor. As such, the Licensee must not grant sub-licenses to parties of questionable credibility or repute, which could potentially harm the Licensor's standing.

<PLEASE DELETE UPON COMPLETION>. The Licensee agrees to use the subject matter of the License in accordance with this Agreement and the Technology Utilization Plan [see Box 12]. The Licensee is entitled to sub-license or otherwise dispose of the subject matter of the License granted under this Agreement only after entering a written agreement with the Licensor (or being given the Licensor’s explicit written approval) in this respect, even in the case of transfer of the Licensee’s business as going concern, plant, or any part thereof [see Box 4]. The Licensee is obligated to take reasonable case for and maintain the integrity and reputation of the Licensor. As such, the Licensee must not grant sub-licenses to parties of questionable credibility or repute, which could potentially harm the Licensor's standing.

<PLEASE DELETE UPON COMPLETION>. Industrial Property Rights Protection The Licensor shall work, on a best effort basis, to ensure the maintenance and renewal of the Industrial Property Rights throughout the term of this Agreement, always after consultation and in agreement with the Licensee, and at the Licensee's expense [see Box 11]. The Licensee shall reimburse the Licensor for [insert costs, fees, and obligations, e.g., all costs, administrative fees, attorney and patent agent's fees and expenses of any nature incurred by the Licensor from the time in relation to such renewal and maintenance] (including fees incurred in opposition, invalidation, cancellation or similar proceedings) within thirty (30) days of receipt of a corresponding invoice from the Licensor. The Licensor shall be entitled to make as a condition of any action by the Licensor under this Article an advance payment by the Licensee to cover the costs likely to be incurred in connection with the necessary action.

<PLEASE DELETE UPON COMPLETION>. Other particulars of the License Term: The License is time-limited and is granted for [insert timespan, e.g., ten (10) years] as of the execution of this Agreement.

<PLEASE DELETE UPON COMPLETION>. The grant of the License does not transfer ownership of the Industrial Property Rights or Know-how or any related intellectual property. Nor does the grant of the License create any claim or right of the Licensee in respect of any other items of intellectual property of the Licensor beyond those items of intellectual property expressly set out as subject matter of the License in this Agreement. During the term of this Agreement, the Licensor shall provide the Licensee with such reasonable assistance as may be reasonably requested by the Licensee for the exercise of the Licensee's rights under the License. The grant of the License shall be without prejudice to the rights of the Licensor to exercise all of the rights and activities for which the License was granted for the use of the Industrial Property Rights and Know-how for non-commercial research, development, educational and publication purposes [see Box 7], including improvements and modifications to the Industrial Property Rights and Know-how, and any results obtained from such activities shall be the intellectual property of the Licensor. The Parties expressly agree that the provisions of this Article shall apply only to activities of an academic and non-commercial nature and any commercial use of the subject matter of the License is excluded without the written consent of the Licensee.

<PLEASE DELETE UPON COMPLETION>. The provisions of this Agreement relating to the protection of Confidential Information disclosed mutually shall take effect from the Agreement's date and shall survive the term of this Agreement and for a period of three (3) years from its termination.

<PLEASE DELETE UPON COMPLETION>. The Licensor shall provide the Licensee with the relevant documents, materials and/or information, which is necessary for the exploitation by the Licensee under this Agreement and in accordance with terms, particularly the purpose of the License granted under the same. The Licensor undertakes to maintain the Industrial Property Rights (including the continuation of the patent application proceedings pending at the time of execution of this Agreement, if any) and Know-how only in the cases and to the extent particularly set forth in this Agreement. The Licensor gives no warranty, assurance, or representation to or for the benefit of the Licensee in respect of the registrability, successful registration (particularly in respect of the patent applications that are the subject matter of the license granted herein) or survival of any of the Industrial Property Rights, unless otherwise specifically stated in this Agreement. In case that any application or right making part of the Industrial Property Rights becomes rejected, refused, cancelled, invalidated, or otherwise terminated (whether in entirety or in part), such rejection, refusal, cancellation, invalidation, or termination will not have any automatic effect on this Agreement. Instead, the Parties will negotiate in good faith the continuation or termination of their cooperation in such circumstances. Subject of the Agreement Term: The License is time-limited and is granted for the term of this Agreement as defined in Section 11.1 [see Box 5].

<PLEASE DELETE UPON COMPLETION>. The Fixed Remuneration will be paid based on an invoice issued by the Licensor, but no later than [insert timespan, e.g., three (3) months] after the conclusion of the Agreement, by wire transfer to the account specified therein. The Fixed Remuneration shall be non-refundable and shall not be deemed to be an advance on any other part of the Royalties under this Article. The Share Award is payable annually in arrears always by the end of the sixth (6th) month of the year following the calendar year in which the Revenues were made. The Share Award shall be paid in EUR (Euro). Any conversion that may be needed for that purpose will be done under the Euro foreign exchange reference rates of the European Central Bank valid on the date of the written statement. The Licensee undertakes to provide the Licensor with a written summary of all Revenues for the previous calendar year by the end of the third (3rd) month of the following calendar year at the latest. The Share Award will not be calculated on Revenues generated from the Related Persons of the Licensee, unless they have been made for the purpose of resale to final customers, distributors and other third parties. In such case, the Share Award shall be calculated on the Revenues made by the Related Persons of the Licensee and the Licensee agrees to include such Revenues in the written statement pursuant to Section 4.4. The obligation of the Licensee to pay the Share Award shall continue for the term of this Agreement and beyond its expiration for the purpose of selling goods or services produced by means of exploitation of the subject matter of the License in respect of which the delivery has commenced prior to the expiration of this Agreement. Upon full completion of such sale and/or the provision of the relevant services, the Licensee shall issue a statement of Revenues within three (3) months and the Share Award shall be payable within six (6) months of the completion of the sale. [Optional paragraph; see Box 9: Minimum Payments: in the event that the Share Award paid on the basis of Revenues does not reach the minimum amount, the following obligations shall apply: