PATENT APPLICATION LICENSE AGREEMENT

 

Between (Name), (Marital status), (National ID Number), with address (Street and number) – (City) – (State) – (Country) (hereinafter referred to as «LICENSEE»), and SUNE SRL, CUIT N ° 30-71531415-7, represented in this act by Sebastian Alexander Bessone Kauffman, in his capacity as Managing Partner with address at San Lorenzo 457, Mar del Plata – Argentina (hereinafter referred to as «LICENSOR»), agree to following:

Considering,

1.1 That the LICENSOR is the holder of the PCT PATENT application, number (Confidential) – Titled (Confidential) and its national phase entry in the referred country.

1.2 That the LICENSOR is authorized to license the rights set forth above and is the only one authorized to grant licenses of the aforementioned Patent Application.

1.3 That the LICENSEE is a company dedicated to the manufacture of the solar chargers and their commercialization thereof, and wishes to acquire from the LICENSOR an exclusive (or non-exclusive) license for the commercial exploitation of the rights enunciated in points 1.1 and 1.2. 

In this regard, the parties agree to enter into this Patent Application License Agreement, subject to the following conditions and clauses:

Article 1: The LICENSOR offers, and the LICENSEE accepts an exclusive (or non-exclusive) license for the use of the Patent National Phase Entry, Titled (Confidential) under the PCT regime, (hereinafter THE PATENT).

Article 2: This Patent License is limited to the authorization that the LICENSOR confers upon the LICENSEE to use THE PATENT in the manufacture and commercialization of its Solar Charger for mobile devices, according to the content of THE PATENT. This authorization is granted for (Country) where the use referred to, will contain the following restrictions:

2.1) The LICENSEE may use the PATENT itself to distinguish a Solar Charger for mobile devices, according to the content of THE PATENT and the technology developed by the LICENSOR.

2.2) The LICENSEE DOES NOT have the authority to authorize third parties and / or sub-license THE PATENT.

Article 3: The LICENSEE agrees to use THE PATENT respecting the design and technologies provided by THE LICENSOR.

Article 4: The parties agree that this non-exclusive (or non-exclusive) patent license is valid in (Country) territory; for the term of (x years), which will be in force as of the signing of this contract. Likewise, this contract can be renewed for periods of (x) years, and under the same conditions, unless proven reliable to the contrary by one of the parties, no less than 90 calendar days before the expiration date.

Article 5: The LICENSEE hereby acknowledges the validity of THE PATENT under license and its exclusive ownership in the LICENSOR’s property.

Article 6: The LICENSEE is obliged to maintain the good name and commercial prestige of THE PATENT; committing to avoid any act that by itself or by third parties could lead to the loss of prestige of the same.

Article 7: In the case of any claim or litigation by a third party against the LICENSEE alleging that THE PATENT under license imitates or violates patent rights of such third party or that the patent is not valid, the LICENSEE shall immediately inform about said claim or litigation to the LICENSOR, who will assume the responsibility and control of the management, defense or arrangement thereof, becoming the LICENSOR responsible for the expenses that must be made.

Article 8: PROHIBITION OF ASSIGNMENT

The LICENSEE may not assign all or part of the rights and obligations arising from this instrument, without prior notice and written approval from the LICENSOR.

Artícle 9: PRICE

This patent license is for consideration, under the price of (x).

Article 10: ARE CAUSES OF TERMINATION FOR NON-COMPLIANCE.

The following assumption constitutes a ground for termination for breach under this:

If the LICENSEE requests its insolvency or bankruptcy or it falls on it a disqualification of any kind, or judicially appointed an administrator, whether requested by this or by third parties, or initiate any other procedure under any applicable law in the field of competitions, or if a third party requests the bankruptcy and it was not corrected in the first judicial instance.

Article 11: CONSEQUENCES OF NON-COMPLIANCE.

In case of non-compliance by the LICENSEE to any of the obligations or prohibitions that are established in this contract, the LICENSOR will reliably intimidate to regularize the situation within a maximum period of 15 calendar days, under penalty of termination in case there is no regularization by the LICENSEE, without prejudice to what is established in the present. If the LICENSEE does not comply with its obligation within that period, the LICENSOR may demand the fulfillment of the contract or declare it rescinded prior communication to the counter-party, without prejudice to demand the damages and prejudices that it deems pertinent. The lack of exercise of the rescission power by the LICENSOR shall not imply recognition of the act of the LICENSEE. The foregoing, will also apply to any breach of the LICENSEE to third parties that may affect the LICENSOR.

Article 12: The LICENSEE waives any claim to the LICENSOR for any damages, including direct or indirect damages, consequential damage, loss of chance, loss of earnings, clientele or any other concept as a result of the termination of the contract and / or the lack of renewal.

Article 13: The parties establish that the product produced by the exploitation obtained by the LICENSEE with THE PATENT, will be the exclusive property and benefit of the Licensee, without the LICENSOR’s right to claim any amount as a royalty.

Article 14: Upon expiration of this agreement, or if the LICENSOR does not authorize its renewal, all the rights granted herein to the LICENSEE shall lapse and return to the LICENSOR immediately upon the expiration of this.

Article 15: Any divergence in the interpretation or application of this agreement the parties agree to submit to the Civil Justice and Federal Commercial of the Autonomous City of Buenos Aires, waiving any other jurisdiction. The extrajudicial or judicial notifications between the parties will be considered valid if they were made in the addresses that are expressed below and in which the parties constitute, for all purposes hereof:

Article 16: Any notification that must be addressed by any of the parties to the counterparty, by virtue of any of the provisions of this Agreement, and in order to comply with it, will be sent by reliable means to the legal domiciles that constituted to the effect:

The LICENSOR at: San Lorenzo 457, Mar del Plata, Buenos Aires, Argentina.

The LICENSEE ar: (address)

At (x) days of the month of (month, year), the parties, after reading and ratification, sign two (2) copies of the same text.

 

 

………………………….

 ( Licensee Signature)    

 

 …………………………

por SUNE S.R.L.