Distribution licensing agreement template

The non-enforcement or waiver of any provision on any occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.

It is agreed that no usage of trade or other regular practice or method of dealing between or among the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. In the event that any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall be enforced to the maximum extent permitted by applicable law.

Headings herein are for reference only, and shall not be construed as substantive parts of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to its principles or rules of conflicts of laws. All notices and other communications required or permitted to be given under this Agreement will be in writing and will be considered effective when deposited in the U.

An exclusive license gives the Licensee the exclusive and only right to the use of the IP — not even the Licensor can use the IP. Once a Licensor grants an exclusive license to someone, no other licenses on that IP can be granted to anyone else.

A non-exclusive license grants the Licensee a license to use the IP, but the Licensor is free to also use the IP and to grant licenses to whomever else it wants.

Therefore, many parties can hold licenses to the same IP at the same time. A sole license grants the Licensee an exclusive license, but the Licensor keeps the right to use the IP. So, although the Licensor will not grant any additional licenses, the Licensor can continue to use the IP and any previous licenses can still remain in effect.

To create a licensing agreement you can use our document builder to create one in minutes. Simply fill in the blanks and your license agreement will be ready to go in PDF or Word format. All notices must be sent prepaid by registered mail or facsimile addressed to the respective parties at the address stated above, unless alternative arrangements have been made in writing.

All this Agreement's provisions are made subject to applicable laws, rules, regulations, and requirements of the Government of the United States of America or agencies of said Government, and in the performance of this Agreement, each party hereto agrees to comply therewith. This Agreement is a n [State] contract and is thus governed by and construed in accordance with the laws of the state of [State]. Any controversy or claim arising from or related to this Agreement or a breach thereof will be settled by arbitration in [State] in accordance with the rules of the American Arbitration Association then in effect.

Judgment upon the award rendered by the arbitrator s will be final and binding upon the parties hereto. If arbitration is required to enforce or interpret a provision of this Agreement, or otherwise arises with respect to this Agreement's subject matter, the prevailing party is entitled, in addition to, other rights and remedies it may have to reimbursement for expenses incurred due to that action, such as court costs, reasonable attorney fees, etc.

This Agreement shall not be assigned by either party hereto. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Service for more details. This form has been prepared for general informational purposes only.

It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients, backed by the UpCounsel guarantee. If you do not see an email from UpCounsel in the next few minutes, please check your spam box. Add: noreply upcounsel. This will help ensure future email delivery. Distribution Agreement A distribution agreement defines the terms and conditions that a distributor follows for selling products provided by a supplier.

Share this document Download for free. In consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: Products 1. Territory 2. Pricing 8. Terminating the Agreement The Supplier has the right to terminate this Agreement with 60 days written notice in the event that the Distributor: a.

To give you a sense of how these licenses take shape, we are pleased to provide here a number of illustrative sample agreements. If you have any questions about these samples, please contact us. A license to Harvard-owned patent rights will be subject to terms and conditions similar to those set forth in the form agreements in the links below. Some terms may be modified to address unique aspects of each situation. Financial terms, in particular, will be determined based on the technology being licensed, the business model of the licensee, and market standards in the industry in which the licensee is operating.

A note on global access —Development of technologies borne from Harvard patent rights may lead to licensed products that could result in significant public health benefits in developing countries. Harvard has made a commitment, through its participation in the organization Universities Allied for Essential Medicines, to promote affordable access to such products in developing countries.

To meet that commitment, we may require provisions similar to those given in the link below in exclusive licenses of such potentially impactful technology.