# Exclusive License Agreement
**This Exclusive License Agreement** (“Agreement”) is entered into as of [Date] (“Effective Date”) by and between:
**Licensor**:
[Licensor Name]
[Licensor Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
and
**Licensee**:
[Licensee Name]
[Licensee Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**WHEREAS**, Licensor owns certain intellectual property described below; and
**WHEREAS**, Licensee desires to obtain an exclusive license to use this intellectual property under the terms and conditions contained herein.
**NOW, THEREFORE**, in consideration of the mutual covenants contained herein, the parties agree as follows:
## 1. Definitions
1.1 **Intellectual Property**: For purposes of this Agreement, "Intellectual Property" shall mean [Describe the intellectual property in detail, e.g., patents, trademarks, copyrights, trade secrets].
1.2 **Field of Use**: The term "Field of Use" shall mean [Describe the specific fields or industries where the Licensee is permitted to use the Intellectual Property].
## 2. Grant of License
2.1 **Exclusive License**: Licensor hereby grants to Licensee an exclusive, non-transferable, and revocable license to use the Intellectual Property in the Field of Use during the Term of this Agreement.
2.2 **Territory**: The rights granted herein are limited to the following territory: [Specify the geographic area].
## 3. Term
3.1 **Term**: This Agreement shall commence on the Effective Date and shall remain in effect for [number of years or specify other durations], unless terminated earlier in accordance with this Agreement.
## 4. Consideration
4.1 **Royalties**: Licensee agrees to pay Licensor a royalty of [percentage]% of [Specify the basis for royalty, e.g., gross sales, net revenue] derived from the use of the Intellectual Property.
4.2 **Payment Terms**: Royalties shall be paid on a [monthly/quarterly/annual] basis, within [number of days] days following the end of each [month/quarter/year].
## 5. Licensee Obligations
5.1 **Use of Intellectual Property**: Licensee agrees to use the Intellectual Property in a manner consistent with all applicable laws and regulations.
5.2 **Quality Control**: Licensee agrees to maintain the quality of goods and services associated with the Intellectual Property consistent with Licensor’s standards.
5.3 **Reporting**: Licensee shall provide Licensor with [monthly/quarterly] reports detailing the use of the Intellectual Property and the associated revenue.
## 6. Intellectual Property Ownership
6.1 **Ownership**: Licensor retains all rights, title, and interest in and to the Intellectual Property. Nothing in this Agreement shall be construed as transferring any ownership rights to Licensee.
6.2 **Protection of Intellectual Property**: Licensor shall take reasonable steps to protect the Intellectual Property against unauthorized use. Licensee agrees to cooperate fully in any such protection efforts.
## 7. Termination
7.1 **Termination for Convenience**: Either party may terminate this Agreement for any reason upon [number of days] days written notice to the other party.
7.2 **Termination for Breach**: Either party may terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [number of days] after receiving written notice.
## 8. Confidentiality
8.1 **Confidential Information**: Each party agrees to keep all confidential information received from the other party confidential and to use it only for the purposes of this Agreement.
## 9. Indemnification
9.1 **Indemnity**: Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, liabilities, costs, or expenses arising out of Licensee's use of the Intellectual Property or any breach of this Agreement.
## 10. Miscellaneous
10.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
10.2 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
10.3 **Amendments**: No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.
10.4 **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
**IN WITNESS WHEREOF**, the parties hereto have executed this Exclusive License Agreement as of the date first above written.
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**Licensor**:
_____________________________
[Licensor Name]
Date: _______________
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**Licensee**:
_____________________________
[Licensee Name]
Date: _______________