Intellectual Property License Agreement

Intellectual Property License Agreement

〔Licensorの名称〕 (the Licensor) and 〔Licenseeの名称〕 (the Licensee) agree as of 〔契約発効日〕 as follows.

Article 1. Licensed Rights and Field

1.1 Subject to payment and this Agreement, Licensor grants Licensee, during the term, a 〔ライセンスの種類〕 license under the rights identified as 〔許諾対象の知的財産〕 solely to make, have made, use, offer for sale, sell and import 〔許諾製品〕 in 〔許諾分野〕 within 〔許諾地域〕. These acts are authorized only to the extent covered by the listed patent rights or necessary to use the listed confidential know-how or copyrighted technical materials; no trademark license or right to distribute source materials is granted.

1.2 Licensor shall deliver the identified technical materials by 〔技術資料の引渡日〕 through 〔技術資料の引渡方法〕.

1.3 Licensor warrants that it has authority to grant the stated rights, subject to the disclosed prior grants, and shall secure necessary third-party permissions before delivery.

1.4 Licensor retains all other rights.

1.5 Manufacturing contractors may perform the expressly permitted have-made activity solely for Licensee under written scope and confidentiality controls; no independent technology sublicense is implied.

1.6 If the selected type is Exclusive, Licensor shall not exercise or grant the same licensed rights for those products, field and territory during the term, subject only to the prior grants disclosed as 〔既存許諾〕; if it is Non-exclusive, Licensor may exercise and license those rights.

1.7 Licensee may not sublicense or permit an affiliate to use the rights unless that entity is identified in 〔許可された利用者〕; Licensee must bind each authorized user in writing to the applicable scope, confidentiality, recordkeeping and cessation obligations, remains responsible for its acts, and may not grant broader rights.

Article 2. Royalties and Records

2.1 Licensee shall pay 〔前払金額〕 〔支払通貨〕 within 30 days after the effective date and a royalty of 〔ロイヤルティ率〕% of Net Sales.

2.2 Net Sales means amounts invoiced for licensed products first sold to an unrelated customer in the territory, less only separately stated sales taxes actually remitted, documented returns or refunds, and separately stated shipping charges actually paid; no other deductions apply.

2.3 A transfer to an affiliate or other related party is counted upon that party's first sale to an unrelated customer, or, if it consumes the product, at its documented arm's-length market value when consumed.

2.4 For each calendar quarter, Licensee shall provide a product-by-product statement of units, gross invoices, each deduction, Net Sales and royalties, and pay the royalties within 30 days after quarter-end, including a zero-sales report.

2.5 Amounts in another currency shall be converted into 〔支払通貨〕 using the published 〔為替レートの公表元〕 rate on the invoice date.

2.6 Licensee shall retain supporting records for three years after the relevant report.

2.7 Once per calendar year, on 10 business days' notice, Licensor may have an independent accountant bound by confidentiality inspect relevant records during business hours; Licensor pays unless an audit finds an underpayment exceeding 5% for the audited period, in which case Licensee pays reasonable audit costs and the shortfall.

2.8 A negative quarterly royalty due solely to documented refunds shall be credited against the next royalty and not deducted a second time; any final credit shall be refunded within 30 days, capped at royalties previously paid for those refunded sales.

2.9 Other overpayments shall be credited or refunded within 30 days.

2.10 Each party shall supply reasonably available tax documentation; Licensee may withhold tax only as legally required, shall promptly remit it and provide official evidence, and the parties shall cooperate in obtaining an available treaty reduction.

Article 3. Protection, Improvements and Exit

3.1 Licensor controls and pays for prosecution, registration and maintenance of its listed rights and shall give Licensee prompt notice before intentionally abandoning a listed right in the territory.

3.2 Each party shall promptly notify the other of suspected third-party infringement; Licensor controls any enforcement and pays its costs, and Licensee shall reasonably cooperate at Licensor's expense. Licensor may not settle by imposing an obligation on Licensee without its written consent.

3.3 Each party owns improvements created by its personnel or contractors, subject to the other's pre-existing rights; no ownership transfer or license to the other party's improvements is implied.

3.4 Neither party may use the other's confidential improvements except within the express license and confidentiality obligations of this Agreement.

3.5 Upon expiry or termination Licensee shall stop manufacture and other licensed use, except that, only if 〔在庫販売の可否〕 is Permitted, Licensee may sell no more than 〔在庫販売上限数〕 finished licensed products manufactured before expiry or termination during the 〔在庫販売期間の日数〕 days following it, subject to the same product specifications, reporting and royalties.

3.6 If the option is None, no sell-off is authorized. No new manufacture or sublicense is permitted during sell-off. Sell-off does not cover goods whose sale is unsafe, prohibited by law or infringes unlicensed third-party rights, and is unavailable where termination results from Licensee’s uncured unauthorized use or confidentiality breach.

Article 4. Change Control and Notices

4.1 A change to scope, price, schedule, permitted use, or a material security requirement is effective only in a written amendment signed by authorized representatives of both parties; an operational notice does not amend this Agreement.

4.2 Notices under this Agreement must be sent to 〔Licensorの通知先住所〕 and 〔Licenseeの通知先住所〕, respectively, by courier with delivery confirmation or email with a non-automated acknowledgment of receipt. A notice is effective on evidenced receipt.

4.3 If a Schedule entry conflicts with the operative terms, the operative terms control unless a signed amendment identifies the provision it changes.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party’s nonpublic information only to perform this Agreement, restrict access to personnel and approved subcontractors bound by confidentiality duties with a need to know, and apply reasonable safeguards. These duties do not apply to information the recipient demonstrates was public without breach, already lawfully known, independently developed without use of the information, or lawfully received without a confidentiality duty.

5.2 Mandatory legal disclosures are permitted after advance notice when lawful and only to the required extent.

5.3 A party discovering unauthorized access, use or disclosure shall notify the other without undue delay and in any event within 24 hours after discovery, contain the incident and reasonably cooperate in remediation.

5.4 Each party shall comply with laws applicable to its own performance; neither party is required to make a technology transfer prohibited by applicable law.

5.5 Licensor shall provide information reasonably needed to identify the supplied technology, and both parties shall cooperate in obtaining any legally required authorization before the affected delivery, access or use; if authorization is denied, either party may terminate the affected license by notice, with accrued fees payable and prepaid fees for undelivered access refunded within 30 days.

Article 6. Term, Termination and Consequences

6.1 The term runs from 〔契約発効日〕 through 〔契約終了日〕 and does not renew automatically; any extension requires an amendment under Article 4.

6.2 Either party may terminate by notice if the other fails to cure a material breach within 30 days after receiving notice describing it, or within 15 days for overdue payment; an irremediable material breach may be terminated upon notice.

6.3 Within 30 days after expiry or termination, Licensee shall deliver its final report through that date and pay accrued amounts; an authorized sell-off shall be reported and paid within 30 days after its end.

6.4 Except for the limited sell-off in Article 3, access and licensed use cease.

6.5 Within 30 days after expiry or termination each party shall return the other party's materials if requested before that deadline or otherwise securely delete them, except legally required copies whose grounds and retention period are notified and which remain protected and unused.

6.6 Routine backups shall be deleted within 90 days after expiry or termination.

6.7 If Licensor’s uncured breach prevents the contracted delivery or access, the fee allocated to that undelivered part shall be refunded within 30 days after termination.

6.8 Accrued payment, audit and records duties for prior sales, ownership, confidentiality for three years after the last disclosure (and for trade secrets while protected as such under applicable law), liability, dispute resolution, and the obligations governing any authorized sell-off survive to the extent needed to give them effect.

Article 7. Liability and Disputes

7.1 A party is liable for proven direct losses caused by its breach. Except for unpaid fees, express refund obligations, unauthorized use of licensed rights, breach of confidentiality, fraud, willful misconduct, gross negligence, death or personal injury, or liability that cannot lawfully be limited, each party's aggregate liability under this Agreement is limited to the greater of 〔責任上限の最低金額〕 〔支払通貨〕 and the fees paid or payable in the 12 months before the event giving rise to the claim.

7.2 Neither party is liable for indirect or consequential loss, except to the extent such exclusion cannot lawfully apply; this exclusion does not eliminate accrued fees.

7.3 The parties shall first refer a dispute to their designated business leads for 20 business days, without preventing urgent protective relief.

7.4 This Agreement is governed by the law of 〔準拠法の管轄〕, and the courts of 〔専属管轄裁判所の所在地〕 have exclusive jurisdiction, subject to mandatory law.

【Schedule of Commercial Terms】

Complete every variable before signature. Identify each licensed patent by number and country and each know-how or copyrighted technical item by a dated description or attached inventory; identify any referenced annex by version and date. Changes require Article 4's signed amendment. Enter None where an item expressly permits it.

Licensed rights and technical inventory：〔許諾対象の知的財産〕

Licensed products and field：〔許諾製品〕; 〔許諾分野〕

Territory：〔許諾地域〕

License type：〔ライセンスの種類〕 — enter Exclusive or Non-exclusive

Pre-existing grants affecting exclusivity：〔既存許諾〕 — enter None if none

Authorized affiliate users or sublicensees：〔許可された利用者〕 — enter None if none

Delivery date and method：〔技術資料の引渡日〕; 〔技術資料の引渡方法〕

Up-front fee and payment currency：〔前払金額〕; 〔支払通貨〕

Royalty rate and published currency-rate source：〔ロイヤルティ率〕%; 〔為替レートの公表元〕

Term end date：〔契約終了日〕

Finished-inventory sell-off：〔在庫販売の可否〕 — enter Permitted or None; if Permitted: 〔在庫販売上限数〕 units and 〔在庫販売期間の日数〕 days; otherwise enter 0 for each

Liability floor：〔責任上限の最低金額〕 〔支払通貨〕

Governing law and exclusive court location：〔準拠法の管轄〕; 〔専属管轄裁判所の所在地〕

Notice addresses：Licensor: 〔Licensorの通知先住所〕; Licensee: 〔Licenseeの通知先住所〕

Date: 〔契約発効日〕

First party: 〔Licensorの名称〕 Signature: ____________________

Second party: 〔Licenseeの名称〕 Signature: ____________________