# Licensor Agreement
**This Licensor Agreement** ("Agreement") is made and entered into as of [Date], by and between [Licensor's Name], a [State of Incorporation] corporation with its principal office located at [Licensor's Address] ("Licensor"), and [Licensee's Name], a [State of Incorporation] corporation with its principal office located at [Licensee's Address] ("Licensee").
## RECITALS
WHEREAS, Licensor is the owner of certain intellectual property, including but not limited to [describe the intellectual property, e.g., patents, trademarks, copyrights, know-how, etc.], (the "Licensed Property").
WHEREAS, Licensee desires to obtain a license to use, reproduce, and distribute the Licensed Property in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:
## 1. GRANT OF LICENSE
1.1 **License**: Licensor hereby grants Licensee a [non-exclusive/exclusive] license to use, reproduce, and distribute the Licensed Property in [geographic area or field of use, if applicable] (the "License").
1.2 **Term**: This Agreement shall commence on the date first written above and shall continue for a period of [number of years] years, unless terminated earlier in accordance with the provisions of this Agreement (the "Term").
## 2. ROYALTIES AND PAYMENTS
2.1 **Royalties**: Licensee agrees to pay Licensor royalties in the amount of [percentage or fixed amount] of [define the basis for royalties, e.g., net sales, gross revenue, etc.].
2.2 **Payment Terms**: Payments shall be made quarterly, within [number of days] days after the end of each calendar quarter, along with a report detailing the sales of Licensed Property.
## 3. INTELLECTUAL PROPERTY RIGHTS
3.1 **Ownership**: The Licensee acknowledges that Licensor retains all right, title, and interest in and to the Licensed Property, and nothing in this Agreement shall confer any rights of ownership to the Licensee.
3.2 **Protection of Rights**: Licensee agrees to use reasonable efforts to protect the Licensed Property and to notify Licensor of any infringements or unauthorized use of the Licensed Property.
## 4. CONFIDENTIALITY
4.1 **Confidential Information**: Both parties agree that any confidential information, trade secrets, or proprietary information disclosed by one party to the other shall remain confidential and shall not be used for any purpose other than as permitted by this Agreement.
4.2 **Obligations**: The obligations of confidentiality shall survive the termination of this Agreement for a period of [number of years] years.
## 5. TERMINATION
5.1 **Termination for Cause**: Either party may terminate this Agreement upon [number of days] days' written notice to the other party in the event of a material breach, which is not cured within the notice period.
5.2 **Effect of Termination**: Upon termination or expiration of this Agreement, Licensee shall immediately cease all use of the Licensed Property and shall return or destroy all materials relating to the Licensed Property.
## 6. INDEMNIFICATION
6.1 **Indemnification by Licensee**: Licensee agrees to indemnify, defend, and hold Licensor harmless from any claims, damages, or liabilities arising out of Licensee's use of the Licensed Property.
## 7. MISCELLANEOUS
7.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
7.2 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
7.3 **Amendment**: This Agreement may only be amended in writing signed by both parties.
7.4 **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 Licensor Agreement as of the date first above written.
**Licensor:**
_____________________________
[Licensor's Name]
By: _________________________
Title: ______________________
Date: _______________________
**Licensee:**
_____________________________
[Licensee's Name]
By: _________________________
Title: ______________________
Date: _______________________
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*Note: This is a template and should be customized based on specific needs and local laws. It is advisable to have legal counsel review any contract before execution.*