Grant rights to use property for compensation: Manufacturing License Agreement

Manufacturing License Agreement

This Manufacturing License Agreement (this "Agreement") is made effective as of between , of , , and , of , , .

In the Agreement, the party who is granting the right to use the licensed property will be referred to as "", and the party who is receiving the right to manufacture, produce, market and use the licensed property will be referred to as "".

The parties agree as follows:

GRANT OF LICENSE. owns (""). In accordance with this Agreement, grants an exclusive license to manufacture, use, and sell or otherwise distribute the . The rights granted include all appropriate rights and licenses under s applicable patents, copyrights, and other intellectual property rights, to have the product manufactured and to use, market, promote, lease, sell and otherwise distribute the Product. retains title and ownership of the .

PAYMENT OF ROYALTY. will pay to a royalty which shall be calculated as follows: . at the time of the signing of this Agreement. for which the royalty is applicable.

MODIFICATIONS. may not modify or change the in any manner.

QUALITY CONTROL AND APPROVAL. (a) The manufactured products shall be of a high quality and in conformity with a standard sample approved by .

(b) Prior to the commencement of manufacturing of the products, shall submit to , at no cost to and for approval as to quality, samples of all products that intends to manufacture. (i) Approval must be express and in writing and failure to respond within thirty (30) days shall be deemed as approval. Once such samples have been approved by , shall not materially depart therefrom without 's prior written consent. The parties shall negotiate in good faith to resolve any quality control issues of which may notify Manufacturer.

DEFAULTS. If fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, shall have the option to cancel this Agreement by providing days written notice to .

RELATIONSHIP OF PARTIES. The relationship between the parties hereto is solely that of licensee and licensor, and nothing herein shall be deemed or construed to create any franchise, joint venture, partnership or any fiduciary relationship other than that of licensee and licensor. shall have no power to obligate or bind in any manner whatsoever or to make any contract, warranty, or representation on behalf of and shall not represent itself to the third parties as having such power.

TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties.

INDEMNIFICATION. agrees to defend and indemnify , its officers, directors, agents, and employees, if any, against all costs, expenses, and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against based on the manufacture or sale of the Licensed Products including, but not limited to, actions founded on product liability. This indemnity shall survive the termination of this Agreement. shall indemnify from a claim by a third party that an authorized use of the Licensed Product by infringes or otherwise violates any copyright, trademark or other proprietary right of a third party.

TERMINATION. either party Either party may immediately terminate this Agreement if the other party fails to perform any of the material obligations imposed upon it under the terms of this Agreement so as to be in default and fails to cure such default within thirty days after receiving written notice thereof. This Agreement shall terminate automatically on .

CONFIDENTIALITY. Each party shall keep the specific terms of this Agreement confidential, including the financial terms. The shall not issue any press release or other publicity regarding this Agreement without the 's prior written consent. Both parties may, in connection with this Agreement, disclose to the other party information considered confidential and proprietary information of the disclosing party ("Confidential Information"). Information shall be considered Confidential Information if identified as confidential in nature by the disclosing party at the time of disclosure. It also includes information which by its nature is normally and reasonably considered confidential or any other information which provides the disclosing party with a competitive advantage. The Source Documentation of the Licensed Product shall be considered Confidential Information. Neither party shall disclose such Confidential Information to any third party without the prior written consent of the disclosing party.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

SECTION HEADINGS. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement.

AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

NOTICE. All notices or payments required to be sent to either party shall be in writing at the above addresses and sent by Registered or Certified Mail. Notice shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of .

SIGNATURES. This Agreement shall be signed on behalf of by , and on behalf of by .