License Agreements Clause Samples
A License Agreement is a legal contract that grants one party the right to use certain intellectual property, such as software, trademarks, or copyrighted materials, under defined conditions. These agreements typically outline the scope of permitted use, duration, payment terms, and any restrictions or obligations on the licensee, such as prohibiting redistribution or modification. By clearly specifying the rights and limitations associated with the licensed property, License Agreements help protect the interests of the intellectual property owner while providing legal certainty to the user.
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License Agreements. (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.
(b) Each Borrower and Guarantor will e...
License Agreements. Software provided by the vendor to the Commonwealth should contain a provision for perpetual licensing with all upgrade options. License agreements should also contain a provision for the Commonwealth to maintain a version of the software in escrow in the event the vendor is unable to continue business for financial or other business reasons.
License Agreements. A list of any License Agreements, together with copies thereof;
License Agreements. OEM shall cause to be delivered to each Distributor and End User Customer a license agreement which shall contain, at a minimum, substantially all of the limitations of rights and the protections for RSA which are contained in Sections 2.2, 5.4, 7, 10.7 and 10.8 of this Agreement. OEM shall use commercially reasonable efforts to enforce the terms of such agreements.
License Agreements. Enter into or modify any license, technology development or technology transfer agreement between any of the Companies and any other person or entity.
License Agreements. 19 Liens.........................................................................13
License Agreements. Keep each License Agreement in full force and effect for so long as Borrower has any Inventory, the manufacture, sale or distribution of which is in any manner governed by or subject to such License Agreement.
License Agreements. All of Seller's right, title and interest, in and to all agreements (other than Leases), if any, for the leasing or licensing of rooftop space or equipment, telecommunications equipment, cable access and other space, equipment and facilities that are located on or within the Real Property and generate income to Seller as the owner of the Real Property, including agreements which may be made by Seller after the Effective Date and prior to Closing as permitted by this Agreement (the "License Agreements"). Anything in this Agreement to the contrary notwithstanding, Purchaser shall assume the obligations of the "lessor" or "licensor" under all License Agreements arising and accruing from and after the Closing Date, some or all of which may non-cancelable.
License Agreements. The Grantor shall comply with its obligations under each of its Patent Licenses and Trademark Licenses.
License Agreements. The form of License Agreements to be entered into by the Managing Party with respect to the Joint Invention shall contain financial terms and general legal terms which are customary for a university license agreement for the type of technology involved in the Joint Invention, including for example: Customary financial terms, generally including license fees, maintenance fees, milestone fees, royalties and sublicense fees. Terms as to “field of use,” territory, and exclusive or non‑exclusive nature. In the event of an exclusive license grant, an obligation on the Licensee to pursue commercially reasonable and diligent efforts to commercialize the Joint Invention. In the event of any exclusive license, an obligation on Licensee to pay all past and future Patent Expenses. The reserved right for the Parties to use the Joint Invention for academic, research and clinical purposes of the Parties. The reserved right for the Parties to publish the general scientific findings from their research related to the Joint Invention, subject to customary terms for prior review by the Licensee in accordance with Section 9. No assignment of any ownership interests in the Joint Invention. Standard indemnity obligations on the Licensee in favor of the Parties, and standard disclaimers by the Parties against all warranties, express or implied. Reasonable rights of the Managing Party to audit the Licensee’s books and records applicable to the Licensee’s payment obligations under the License Agreement. Customary provisions acknowledging that there are no implied licenses granted to the Licensee to use any other intellectual property belonging to the Parties, other than the Joint Invention. Customary insurance provisions as the Managing Party deems appropriate in the circumstances. Restriction to using the names of the Parties only in connection with factually based materials related to the Licensed Invention and the business of the Licensee, and specifically restricting the use of the name of any Party or its governing system or board in any name, brand or trademark related to Licensed Invention or any product created therefrom. Requirement that the Licensee comply with all applicable federal, state and local laws and regulations in the exercise of its license rights, including, without limitation, all export laws and regulations. Acknowledgement by the Licensee that nothing in the License Agreement shall constitute a waiver of sovereign immunity by Parties that are state a...