영문 상호라이센스계약서(Cross License Agreement)

Cross License Agreement(영문-상호라이센스계약서)

 

This Agreement, entered into on the _____________ day of , _____________ , _____________ by and between _____________ , a corporation constituted in accordance with the laws of _____________ , with principal l offices at: _____________  (hereinafter called ABC) and _____________ , a corporation constituted in a accordance with the laws of _____________ , with principal offices at:_____________

(hereinafter called SAM), in tenor of the following:

 

RECITALS

Whereas, ABC is engaged in the research, development, manufacture, assembly, adaptation, modification and marketing of certain _____________  products and materials and supplies thereof in _____________  countries;

Whereas, ABC is the owner of certain patents, Patent applications, Know-how and other technical information in _____________ and other countries ;

Whereas, ABC intends to achieve technological advances and to develop new and more advanced technologies and techniques in the filed of _____________  products ;

Whereas, SAM is also engaged in the development, manufacture, assembly and sale of ()and materials thereof in _____________ ;

 Whereas, SAM is the owner of certain patents, patent applications, know-how and other technical information in _____________  and other countries, and SAM intends to achieve technological advances and to develop new and more advanced technologies and techniques in the filed of_____________  products ;

Whereas, recognizing the need to have the technology already proved and utilized by the other party, both the parties wish to have their respective technologies crossed each other in order to benefit directly there from without first developing their own technologies from the beginning and thus be able to dedicate their efforts to their growth and expansion ; and

Whereas, both the parties are willing to grant each other licenses to use their respective patents, know-how and other technical information in the manufacture, assembly, sale and other disposition of their prospective products ;

Now, therefore, it is agreed as follows ;

 

Article 1. Definitions

For the purpose of this Agreement, the words and terms listed below shall have the following meaning :

a) The term "Products" shall mean _____________  including ABC Products and SAM Products as both hereinafter defined, all of which utilize combined technologies consisting of Patents and Technical Information as both hereinafter defined.

b) The term "ABC Products" shall mean any of Products manufactured and sold by ABC, which are listed in Appendix 1.

c) The term "SAM Products" shall mean any of Products manufactured and sold by SAM, which are listed in Appendix 2.

d) The term "ABC Territory" shall mean _____________ ,_____________  and _____________ .

e) The term "SAM Territory" shall mean _____________ countries.

f) The term "Free Area" shall mean all other countries than those included in ABC Territory and SAM Territory.

g) The term "Patents" shall mean those patents and patent applications covering Products and any process thereof which ABC or SAM owns or controls.

h) The term "ABC Patents" shall mean Patents owned or controlled by ABC, which are listed in Appendix 3.

j) The term "SAM Patents" shall mean Patents owned or controlled by SAM, which are listed In Appendix 4.

j) The term "Technical Information" shall mean any experience, knowledge, technical data, know-how, trade secrets and other information relating to the manufacture and sale of Products existing on the date of this Agreement, which are useful to the other Party in its manufacture and sale of Products.

k) The term "LICENSOR" shall mean ABC with respect to SAM Products and SAM with respect to ABC Products.

1) The term "Licensee" shall mean ABC with respect to ABC Products and SAM with respect to SAM Products.

m ) The term "Improvements" shall mean all improvements, modification or variation in or to Products or methods for manufacturing of Products made or acquired by ABC or SAM during the life of this Agreement.

 

Article 2. Grant of License by ABC

1. ABC hereby grants to SAM during the life of this Agreement an exclusive, but nontransferable and nonassignable license to manufacture and sell SAM Products in SAM Territory under ABC Patents and Technical Information furnished or made available by ABC.

2. ABC also hereby grants to SAM during the life of this Agreement a nonexclusive, nontransferable and nonassignable license to sell SAM Products In Free Area.

3. The license granted above shall be the extent to which ABC has the right to grant the same without making any payment or incurring any obligation or liability to another.

 

Article 3. Technical Information Furnished by ABC.

ABC shall, within _____________ days after this Agreement comes into effects, furnish SAM Technical Information given herein below :

a) Specifications, drawings, designs and engineering data which are necessary and proper in the manufacture of SAM Products, especially,)Part thereof either in writing or by any other method which ABC considers most effective.

b) Technical assistance and know-how relating to necessary techniques for the manufacture and testing of SAM Products.

c) In accordance with SAM's request, advice and recommendation for the selection and purchase of machinery, manufacturing flowchart, proper arrangement of personnel, etc. necessary for the manufacture and assembly of SAM Products.

 

Article 4. Grant of License by SAM

1. SAM hereby grants to ABC during the life of this Agreement an exclusive, but nontransferable and non-assignable license to manufacture and sell ABC Products In ABC Territory under SAM Patents and Technical Information furnished or made a bailable by SAM.

2. SAM also hereby grants to ABC during the life of this Agreement a non-exclusive, nontransferable and non-assignable license to sell ABC Products in Free Area.

3. The license granted above shall be the extent to which SAM has the right to grant the same without making any Payment or incurring any obligation or liability to another.

 

Article 5. Technical Information furnished by SAM

SAM shall, within _____________  days after this Agreement comes into effects, furnish ABC with Technical Information given hereinbelow :

a) Specifications, formulae, composition and scientific and chemical data which are necessary and proper in the manufacture of ABC Products,)part thereof either in writing or by any other) days after this Agreement comes Into effects, especially, _____________ method which SAM considers most effective.

b) Technical assistance and know-how relating to necessary techniques for the manufacture and testing of ABC products,

c) In accordance with ABC's request, advice on selection of the raw materials used in _____________ , procurement and inspection of such raw materials and _____________  equipments necessary for the manufacture of ABC Products.

 

Article 6. Technical Guidance

LICENSOR shall, upon Licensee's request, dispatch its engineers appropriate to give technical guidance in accordance with following provisions ;

a) Engineers

The term "Engineers" as used in this Article shall mean those who are presently employed by LICENSOR and has acquired necessary technique to be taught by each party hereunder.

b) Scope of Technical Guidance by Engineers shall give Licensee technical guidance and advices in regard to such matters as agreed between the parties in advance, which are necessary for manufacture of Products in Licensee's plant.

c) Number of Engineers, etc.

i ) The number of Engineers shall be not more than _____________  per one(1) time.

ii ) The period of stay of Engineers shall not exceed _____________  days in total for the first year from the day when. this Agreement becomes effective and shall in principle be _____________  days in  total for each year of the second and subsequent years, provided that Licensee may request LICENSOR for extension of such period.

iii ) The period stipulated in the preceding item ⅱ) shall mean a period from the day when Engineers leaves its country to the day when they return to there.

iv) The working days of Engineers shall be _____________  a week and their working hours shall not exceed _____________  a day and shall include not less than _____________  hour's rest. In case Engineers accept Licensee's request to work over working hours or at midnight, Licensee shall pay to Engineers reasonable extra allowance.

d) Expenses and Daily Allowances

i) Round trip plane tickets, and board and lodging, travel documentation and transportation expenses incurred by Engineers during their stay In Licensee's country shall be for the account of Licensee.

ii ) Licensee shall provide and pay the following rates of daily allowances : _____________  per man day for Engineers,

iii ) The daily allowance in preceding item ⅱ) shall be calculated on the period from the day when Engineers leaves its country to the day when they return to there.

e) Treatment

i) Licensee shall guarantee to Engineers the same treatment as that of Licensee's officers in order to assist Engineers' activities of technical guidances.

ii) Licensee shall, arrange fully furnished accommodations for Engineers. Licensee shall, during Engineer's stay in Licensee's countries, undertake the due care for Engineer's health, lives, property, etc.

 

Article 7. Technical Training

LICENSOR shall, upon Licensee's request, train Licensee's engineering trainees in licenser's plant in accordance with following provisions ;

a) Trainees

The term "Trainees" as used in this Article shall mean those who are presently employed in Licensee and have appropriate knowledge to receive licenser's technical training.

b) Scope of Technical Training

LICENSOR shall train Trainees in regard to working method and otherwise necessary for manufacture of Products in Licensee's plant.

c) Number of Trainees, etc.

i ) The number of Trainees shall be not more than _____________  per one(1) time.

ii) The period of stay of Trainees shall not exceed _____________  days in total for the first year from the day when this Agreement becomes effective and shall in principle be _____________  days In total for each year of the second and subsequent years, provided that Licensee may request LICENSOR for extension of such period.

d) Expenses, etc.

i) Licensee shall bear all expenses for dispatching of Trainee including but not limited to transportation expense from Licensee's country to licenser's country and back, room and board, daily allowance, etc.

ii) LICENSOR shall bear whatever expense which are necessary for the actual training of Trainee at licenser's factory.

e) Treatment

i) Trainee shall be subject to licenser's rules and regulations.

ii) LICENSOR shall arrange properly equipped living accommodations for Trainee. LICENSOR shall, during Trainee's stay in licenser's country, take care of Trainee's health, lives, property, etc,

 

Article 8. Consideration

1. In addition to any other amount payable to ABC, SAM shall pay to ABC the following royalty :

a) for the first year: _____________  percent of the net sales price of SAM  Products.

b) for the second year: _____________  percent of the net sales price of SAM  Products.

c) for the third year and thereafter, the royalty rate shall be negotiated and determined between both ABC and SAM .

2. In addition to any other amount payable to SAM , ABC shall pay to SAM  the following royalty :

a) for the first year: _____________  percent of the net sales price of ABC Products.

b) for the second year: _____________  percent of the net sales price of ABC Products.

c) for the third year and thereafter, the royalty rate shall be negotiated and determined between both ABC and SAM .

3. The net sales price used in this Article shall mean the price invoiced to customers excluding transportation and insurance charges, all trade discounts or allowances and duties or taxes of any portion of the sales price referable to any Product sold.

 

Article 9. Payment

1. The royalty set forth in Article 8 hereof shall be computed semiannually as of the last days of _____________ and _____________  of each year during the life of this Agreement and shall be paid to Company within _____________  days after the respective last days mentioned above with the account report of the production quantity and the total selling amount of Products manufactured by Licensee during each six(6) months Period.

2. The royalty on Products shall become due at the time when Products have been forwarded from Licensee's factory.

 

Article 10. ABC's Industrial Property Right

1. SAM  may not apply or resister any Industrial property right relating to ABC Patents and Technical Information furnished by ABC without a prior written consent of ABC. If SAM  discovers that a third party is attempting to obtain an exclusive, right or rights within the SAM  Territory or Free Area with respect to such ABC Patents and Technical Information, SAM  is responsible for preventing such attempt by all reasonable means.

2, In any country of SAM  Territory or Free Area, if SAM 's sale of SAM  Products LICENSEE under this Agreement results in a claim for a infringement against SAM  any costs for defence and any damages awarded against SAM  shall be borne by SAM . Costs and expenses of settling such claim or of lodging any counter claim shall be borne by SAM . ABC shall assume no responsibility nor obligation for patent disputes resulting from the sale of SAM  Products licensed under this Agreement in such country. In the event that such disputes arises, ABC agrees to cooperate with SAM , at there quest of and at the expense of SAM .

3. ABC does not warrant or guarantee that SAM  will be able to manufacture SAM  Products under ABC Patents and Technical Information furnished by ABC or that SAM  will be able to use such SAM  Patents and Technical Information without infringing proprietary rights of third parties.

 

Article 11. SAM 's Industrial Property Right

1. ABC may not apply or register any Industrial property right relating to SAM  Patents and Technical Information furnished by SAM

without a prior written consent of SAM . If ABC discovers that a third party is attempting to obtain an exclusive, right or rights within the ABC Territory or Free Area with respect to such SAM  Patents and Technical Information, ABC is responsible for preventing such attempt by all reasonable means.

2. In any country of ABC Territory or Free Area, if ABC's sale of ABC Products Licensed under this Agreement results in a claim for Infringement against ABC any costs for defence and any damages awarded against ABC shall be borne by ABC. Costs and expenses of settling such claim or of lodging any counter claim shall be borne by ABC. SAM  shall assume no responsibility nor obligation for patent disputes resulting from the sale of ABC Products licensed under this Agreement in such country. In the event that such disputes arose, SAM  agrees to cooperate with ABC, at the request of and at the expense of ABC.

3. SAM  does not warrant or guarantee that ABC will be able to manufacture ABC Products under SAM  Patents and Technical Information furnished by SAM  or that ABC will be able to use such ABC Patents and Technical Information without infringing proprietary rights of third parties.

 

Article 12. Improvements

During the life of this Agreement, ABC and SAM  shall exchange information on the outline of Improvements which is conceived or acquired by ABC and SAM respectively. When either party wishes to use such Improvements from the other party, ABC and SAM shall negotiate and determine the conditions of license for such Improvements from time to time. Being understood mutual benefits and the status of the other party Intended hereunder, both the parties hereto shall, in principle, grant licenses each other on Improvements without an additional royalty under the same terms and conditions as set forth in this Agreement.

 

Article 13 Sublicense

Licensee shall not grant a sublicense under the right and license granted herein to any third person or company including its subsidiary and affiliate, nor attempt or purport to do so without a prior written consent of Licensor.

 

Article 14. Confidentiality

1. Licensee shall :

a) keep in strict confidence and not disclose to any third party, including any affiliate any of Technical Information except that Licensee may disclose Technical Information to is officers and employees to the extent that their employment necessitates suchdisclosure ; and

b) take all precautions necessary to maintain the secrecy of and to prevent the unauthorized use or reproduction of Technical Information except to the extent, and only to the extent, that Technical Information becomes known to the public.

2. Licensee's obligations under the paragraph 1 above shall survive any termination of this Agreement.

3. Licensee shall not, during the term of this Agreement, use Technical Information and other data and information supplied to it by LICENSOR hereunder for any purpose other than for the manufacture of its Products hereunder.

 

Article 15. Term

This Agreement shall come into force and effect from the date of signatures by representatives of both the parties, and, unless sooner terminated as provided herein, shall remain in full force for _____________  years from the effective date of this Agreement. Thereafter, this Agreement shall be automatically renewed on a _____________  years basis unless either party gives a written notice to the other party at least months prior to the expiration date of this Agreement or renewal thereof.

Article 16. Termination

1. In case either party should breach or default in the effective performance of any of the terms, conditions, covenants or agreements contained in this Agreement, unless otherwise provided for in this Agreement, the other party may give to such breaching or defaulting party written notice of such breach or default, and if such breaching or defaulting party does not effect an adequate cure thereof within _____________ days after the date of dispatch of said notice, all rights and license granted hereunder to such broaching or defaulting party shall be terminated at the option of the complaining party by dispatch of written notice to that effect to such party within _____________  days from the expiration of said _____________ days period. Provided, however, that in the event of such termination for breach or default by either party, all sums shall become immediately due and payable, and all rights and license granted hereunder to the complaining party shall remain in effect during the life of this Agreement.

2. Either party shall have an absolute right to forthwith terminate this Agreement or the license granted to the other party, in the event of the insolvency of the other party, or any assignment for the benefit of creditors of the other party, or the voluntary or involuntary filing of a petition, order or other decree in bankruptcy by or against the other party, or the commencement of any proceedings, under court supervision or otherwise, for the liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of the other party.

3. For _____________  years after the termination of this Agreement or the termination of any right and license granted herein, if such termination Is caused by such breach or default or any event of either party as set forth in the paragraph 1 or 2 of this Article, such party may not grant to any person or company any license with respect to Products.

 

Article 17. Notice

1. Notices; requests or other communications required or permitted by this Agreement, shall, unless otherwise specified In this Agreement be in writhing and delivered Personally or sent by air mail, telegram, telex or cable to the parties at their respective addresses set forth below :

 

ABC : _____________

____________________________________

_____________

 

SAM : _____________

____________________________________

_____________

2. Either party may change its address by giving prior written notice to the other party. All notices which are mailed or sent by telegraph shall be deemed to have been given on the date of the addresser's receipt thereof, except that routine business communications shall be considered duly delivered when mailed or handed to a responsible person of the party of its design, Article

18. Arbitration

This Agreement shall be executed by close cooperation of the parties here to and any and all disputes or claims arising out of or relating to is Agreement or breach there of shall be amicably settled between the parties. However, in case the matter is not settled smicably by the parties within _____________ months after the commencement of negotiations for the settlement, the matter shall be settled pursuant to the following provisions :

 

Article 19. Force Majeure

None of the parties hereto shall be liable in damages or have the right to cancel for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control, including but not limited to Acts of God, Government or other legal restrictions, continuing domestic or international problems such as wars or insurrections, strikes, fires, floods, work stoppages and embargoes; provided however, that either party shall have the right to terminate this Agreement upon _____________ days prior written notice if the other party Is unable to remit to either party or Its designer any of the payments to be made by the other party because of any of the above mentioned causes.

 

Article 20. Assignment

this Agreement or any right hereunder may not be assigned or otherwise transferred by either party to any other person, firm or corporation. This Agreement or any right hereunder shall not inure to the benefit of any trustee in bankruptcy, receiver or successor of either party whether by operation of law or otherwise, without the other party's written consent and any assignment or transfer without such consent shall be null and void.

 

Article 21. Governing Law

This Agreement is to be construed and take effect as an agreement made in _____________ , _____________ , and in accordance with the laws of _____________.

 

Article 22. Separability

In the event that any part or parts of this Agreement shall be held illegal or null and void by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining parts of this Agreement, and it or those shall remain in full force and effect as if such part or parts determined illegal or void had not been included heroin, ; provided however, that nothing In this Article shall relieve either party of any liability for breach of covenant, warrants or representation and, provided further that if it would be grossly inequitable to impose performance of the remaining obligations of this Agreement upon a party, the parties shall negotiate In good faith to amend this Agreement. In the event of inability to agree upon amendments within three(3) months from the effective date of such determination then the matter of what amendments be equitably required shall be the subject of arbitration pursuant to Article 18 hereof.

 

Article 23. Language

This Agreement has been executed in two(2) copies with equal force and effect in English language. No translation into other language shall be taken into consideration in the interpretation of this Agreement.

 

Article 24. Article Titles

The heading of the Articles of this Agreement have been Inserted only to facilitate reference and shall not be taken as being of any significance whatsoever in the construction and interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officers duly authorized the day and year fist above written.

 

ABC:

By _______________________

 

SAM  :

By _______________________