영문 라이선스 계약서(LICENSE AGREEMENT)

LICENSE AGREEMENT

문서서식포탈비즈폼

 

 

THIS AGREEMENT, made and entered into on this 7th day September, 2002 by and between Mr. Gil-Dong Hong, the president of ABC Company, having its main office and place of business at () (hereinafter referred to as “Licensor”) and Mr. Nakamura, a Japanese having his main office and place of business at () (hereinafter referred to as “Licensee”).

 

WITNESSETH:

 

WHEREAS, Licensor has developed fusion pants underwear and applied or obtained the patent protections thereof in many countries, including Japan;

 

WHEREAS, Licensor has the right to and is willing to grant a license to use Licensor Technology or Industrial Property Rights in connection with the so developed fusion pants underwear (hereinafter referred to as “the Licensed Products”); and

 

NOW, THEREFORE, in consideration of premises and covenants hereinafter set forth, the parties hereto agree as follows,

 

 

Article 1. Definitions

문서서식포탈비즈폼

 

As used in this Agreement, the following terms have the following meanings respectively;

1.1 “Contract Territory” means the territory subject to the Government of Japan.

1.2 “Effective Date” is the date as set forth in the preamble hereof.

1.3 “Industrial Property Rights” means any or all rights under patents, utility models and application therefor presently owned or hereafter acquired by Licensor in relation to Licensor Technology.

1.4 “License Period” is the period stated in Article 8.1

1.5 “Licensed Products” mean the Licensed Products to be sold or distributed by Licensee and made utilizing Industrial Property Rights and Technical Information furnished by Licensor.

1.6 “Licensed Trademarks” shall mean the trademarks which are specified in Appendix ( ) hereto.

1.7 “Licensor Technology” means the Licensor technology for the fusion pants underwear.

1.8 “Technical Information” means all the technical knowledge, know-how, standard calculations, data and information developed or otherwise generally used by Licensor pertaining to Licensor Technology.

 

 

Article 2. Grant of License

문서서식포탈비즈폼

 

2.1 Licensor hereby grants to Licensee a right to develop, use and sell in the Contract Territory the Licensed Products using the Industrial Property Rights and Technical Information furnished by Licensor under the Licensed Trademarks during the License Period.

2.2 Licensee may not grant any sub-license of the rights granted to it under this Article without the prior written approval of Licensor. It is expressly understood that XYZ Company having its office at () (the “Manufacturer”) will be in charge of manufacturing the Licensed Products only for the purpose of this Agreement.

 

 

Article 3. Improvements

문서서식포탈비즈폼

 

3.1 If at any time during the term of this Agreement Licensor discovers or comes into the possession of any improvements or further inventions relating to the Licensor Technology or in connection with the design, manufacture, use and sale of the same, Licensor shall furnish Licensee with information on such improvement or further inventions without any delay and at a separately agreed terms and rates.

 

Article 4. Payment

문서서식포탈비즈폼

 

4.1 In consideration of the Technical Information and the Industrial Property Rights furnished by Licensor to Licensee hereunder, Licensee shall pay to Licensor the following royalties in the amount and in the manner specified below.

(a) Royalty

US$ 0.75(seventy-five cents) per piece of the Licensed Products.

(b) Licensee shall make payment to Licensor within seven ( 7 ) days after receipt of relevant invoice from Licensor within seven (7 )days after the last date of March, June, September and December of each year in the amount specified in Licensee’s royalty statement mentioned in Article 7.1.

(c) Notwithstanding anything to the contrary herein, Licensee shall pay the royalty for the calendar year of 2002 upon submitting to Licensor each purchase order for the Licensed Product at the set forth in 4.1 (a) hereof.

(d) The minimum royalty after year 2002 on shall be agreed upon in writing by the parties hereto by end of the year 2002 and relevant immediate previous year, failing which this Agreement may be terminated by either party.

4.2 All payments due under this Article shall be made in U.S. currency.

4.3 Any payment not paid in time shall bear an overdue interest rate of twelve (12) percent per year.

 

 

Article 5. Supply of label

문서서식포탈비즈폼

 

5.1 Labels to be affixed to the Licensed Products shall be provided by Licensor at Licensee’s cost. Licensee shall only use and shall not use any other than the labels supplied by Licensor.

 

 

Article 6. Licensee’s Obligations

문서서식포탈비즈폼

 

6.1 Licensee undertakes to actively promote the Licensed Products in order to obtain a maximum sale in Contract Territory of the Licensed Products.

6.2 Licensee agrees that it will not modify the Trademark or logos of Licensor and will not use the Trademark or logos of Licensor in such a way that it would cause harm to Licensor.

6.3 Licensee agrees that it or Manufacturer will not use Industrial Property Rights and Technical Information for any purpose other than those expressly contemplated under this Agreement.

6.4 Licensee shall establish the letter of credit in favor of Manufacturer setting forth the presentation of Licensor’s inspection certificate containing, among others, the quantity by material, used color, style, type and size.

6.5 Licensee shall maintain the quality standard of the Licensed Products. Licensee may not sell, distribute, or dispose of the Licensed Product, whether of regular or inferior quality, at discounted price or otherwise without prior writer consent of Licensor.

 

 

Article 7. Records, Auditing and Reports

문서서식포탈비즈폼

 

7.1 Licensee shall send its statement of royalties due for the immediately preceding three(3 ) month period together with full evidences which Licensor may require, to reach Licensor not later than thirty (30) days after the expiration of the immediately preceding three( 3 ) month period.

7.2 At the time of remitting the royalties, Licensee shall submit to Licensor a written report stating the name and address of the buyer, the retail price, sales quantity by the size, color, the type/style and the materials used of the Licensed Products sold or used by Licensee under this Agreement together with the samples thereof during the three (3) month period ended on March 31st, June 30th, September 30th and December 31st each year.

7.3 The Licensor shall have the right to inspect and audit all account records of the Licensor pertaining to the sales of the Products through a chartered accountant appointed by the Licensor. The audit should take place upon prior notice and at a time convenient to Licensee, however not later than 20 days after notice. The auditor should have access to all material necessary to verify the costs, e.g. copies of advertisement campaigns. The costs for such inspection and audit shall be borne by the Licensor; however if the audit shall determine a discrepancy of more than 5 % between the royalty amount as verified by the audito and royalty reported by License the costs for such audit shall be borne by the Licensee.

 

 

Article 8. Duration and Termination

문서서식포탈비즈폼

 

8.1 This Agreement shall be effective for an initial period of three (3) years from the Effective Date of this Agreement. After the end of this period, the Agreement shall expire without notice. The parties may agree to extend the term of this Agreement

8.2 If either party hereto continues in default of any obligation imposed on it herein for more than ( 30 ) days after written notice has been dispatched by registered airmail by the other party requesting the party in default to remedy such default, the other party may terminate this Agreement by registered airmail to the first party and this Agreement shall terminate on the date of dispatch of such notice. In the event of bankruptcy, receivership, insolvency or assignment for the benefit of creditors of either party hereto, the other party may terminate this Agreement effective immediately by giving the first party written notice to that effect.

 

 

Article 9. Use of Trademark and Brand Name

문서서식포탈비즈폼

 

9.1 Licensor hereby grants to Licensee, upon the terms and conditions hereinafter specified, a non-exclusive, non-assignable license to use the Licensed Trademarks during such time as this Agreement subsist in such manner as not to deceive the public, on and in connection with the Licensed Products. Licensor will not grant a license to use the Licensed Trademarks in the Contract Territory to any other third party in Japan during the subsisence of this Agreement.

9.2 Licensee shall be entitled to use Licensed Trademark on Licensee’s promotional material in such form and in such manner as shall be approved in writing by Licensor at the first consulting in writing with the Licensor.

9.3 The parties hereto will have Licensed Trademark and this Agreement duly registered with the relevant government agencies if required with the Patent Office.

9.4 This license to use the Licensed Trademark is provided on a royalty free basis.

9.5 If this Agreement is terminated, Licensee shall immediately cease using the Licensed Trademark.

 

 

 

Article 10. Secrecy

문서서식포탈비즈폼

 

10. 1 The parties mutually promise to treat as confidential both the information received from the other side, be it in written, as computer files, video tapes, or else, and the trade secrets, know-how and other knowledge developed during the operations under this Agreement .

10.2 Such knowledge and information shall serve exclusively for the party’s own use within this Agreement. The parties shall subject their employees, subcontractors and other co-operating parties to corresponding obligations; providing such information to third parties in any case requires written approval by the other party.

10.3 In the case of a violation of the obligations of this Agreement the party disclosing information has the burden of proof that specific information has been known to him before receiving it from the other party or that such information has been disclosed later with no fault on his part.

 

 

Article 11. Taxation

문서서식포탈비즈폼

 

11.1 If Licensee deducts, or if Licensor is obligated to pay, any taxes, fees, assessments, or other charges of any kind imposed by the Japan Government, any subdivision thereof, or any other governmental unit within its territory (hereinafter referred to as “Charges”), with the respect to any amount payable to Licensor under this Agreement, Licensee shall bear such Charges. Licensor shall bear and pay Charges levied by Korean government However, parties hereto shall send tax certificates thereof to the other party immediately.

 

 

Article 12. Arbitration

문서서식포탈비즈폼

 

12.1 All disputes, controversies, claims or differences which may arise between the parties, out of or in relation to or in connection with this Agreement, or for the breach thereof shall be settled amicably between the parties, but in the event no amicable settlement can be reached, shall be referred to and finally settled by arbitration in the country of the respondent in accordance with the Arbitration Rules of Arbitration Board/Association of that country. In case the respondent is a Korean entity, the arbitration shall be held at The Korean Commercial Arbitration Board. In case the respondent is Japanese entity, the arbitration shall be held at the Commercial Arbitration Board/Association of Japan. The arbitration panel shall consist of three (3) arbitrators, one (1) of whom shall be chosen by Licensor, one (1) of whom shall be chosen by the Licensee, and one (1) of whom shall be chosen by the two (2) arbitrators chosen Licensor by and Licensee. The award rendered by the arbitrators shall be final and binding upon both parties concerned, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The parties’ obligation under this paragraph to arbitrate shall not preclude either party from making a request to a court for interim protections.

 

 

Article 13. Applicable Law

문서서식포탈비즈폼

 

13.1 This Agreement shall be construed and interpreted in accordance with the laws of the Republic of Korea.

 

 

Article 14. Force Majeure

문서서식포탈비즈폼

 

14.1 Neither party shall be liable to the other party for nonperformance or delay in performance of any of its obligation except payment of money under this Agreement due to causes reasonably beyond its control including fire, flood, strikes, labor troubles or other industrial disturbances, unavoidable accidents, governmental regulations, riots, and insurrections. Upon the occurrence of such a force majeure condition the affected party shall immediately notify the other party with as much details as possible and shall promptly inform the other party of any further developments. Immediately after the cause is removed, the affected party shall perform such obligations with all due speed.

 

 

Article 15. Language

문서서식포탈비즈폼

 

15.1 The language to be used in rendering the Technical Information disclosed and furnished to Licensee by Licensor under this Agreement shall be in English.

15.2 The language for correspondence between the parties and any documentation shall be in English.

 

 

Article 16. Entirety

문서서식포탈비즈폼

 

16.1 This instrument embodies the entire agreement and understanding between the parties hereto relative to the subject matter hereof and there are no understanding, agreements, conditions or representations, oral or written, expressed or implied, with reference to the subject matter hereof that are not merged herein or superseded hereby.

 

No modification hereof shall be of any force or effect unless reduced to writing and signed by the parties claimed to be bound thereby and no modification shall be effected by the acknowledgement or acceptance of any order containing different conditions.

 

IN WITESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

 

For and on behalf of Licensor                    For and on behalf of Licensee

By :                                             By :

Typed name: Gil-Dong Hong                     Typed name : Nakamura

Position : President                               Position: