This Royalty Contract (hereinafter referred to as the “Contract”) is made effective on Effective Date,
By and Between
Grantor Name (hereinafter referred to as the “Grantor”), residing at Grantor Address, and;
Grantee Name (hereinafter referred to as the “Grantee”), residing at Grantee Address.
The Grantor and the Grantee are collectively referred to as the “Parties,” and individually as the “Party.”
WHEREAS the Grantor owns and has the rights to grant any interest in its intellectual property (copyrights, patents, and other intellectual properties) (hereinafter referred to as the “Property”);
AND WHEREAS the Grantee desires to use the Grantor's Property as per the terms and conditions laid down in this Contract.
NOW, THEREFORE, in consideration of the covenants expressed herein, both Parties agree with the below-mentioned terms and conditions.
The Grantor hereby grants the Grantee all the rights and licenses as per the law of Governing Law and the territories to use the Property for a period of Grant period in years to use the property year(s).
(a) The Grantor represents and warrants that they own the Property and have all the rights to grant permission to use the Property for which the Grantor exercises the options hereunder and has the right to enter into the Contract.
(b) By signing this Contract, the Grantor shall provide all the relevant documents necessary for the utilization of the Property to the Grantee.
(c) The Grantor shall indemnify and hold the Grantee harmless for any and all losses, claims, and damage resulting from the breach of the representation and warranties.
(a) From the effective date of this Contract, the Grantee shall maintain the Property in confidence and exercise the same degree of care that it exercises with its own proprietary information.
(b) If the Grantee becomes aware of any act that may require compromising confidentiality with regard to Property, such as a Court order that requires all the documents of the Property to be produced, the Grantee shall notify the Grantor thereof and consult with the Grantor regarding such compromises.
(c) To the extent that the Grantee's negligence results in personal injury or property damage hereunder, the Grantee indemnifies the Grantor and shall hold harmless for any and all injuries, losses, damages, and claims in the course of utilizing the Property.
In consideration of the rights and licenses granted by the Grantor, the Grantee agrees to pay the Grantor an amount of Total Amount at the time of execution of this Contract. Further consideration of the rights and licenses granted by the Grantor, the Grantee agrees to pay the Grantor Profit Sharing Percentage of the net profits, capitalized at the end of each calendar quarter.
Profits here means that the total revenue received by the Grantee by using the Property, other than:
(a) Manufacturing and marketing expenses, which involve commission payable to a third party
(b) Direct and administrative expenses, excluding taxes
(c) All other payables that are excluded by written approval of the Grantor
(a) The Grantee shall keep an accurate account of the revenue generated under the granted rights hereunder and shall write a statement to the Grantor at the end of every calendar month during the term of the Contract.
(b) The payment shall be made to Grantor Name, Grantor Address through Mode of Payment under this Contract.
(c) In the event the Grantee fails to provide the statement to the Grantor that should be subsequently paid within Payment Deadline in Days day(s), the Grantee shall pay a late fee of Late Payment Penalty.
The term of this Contract shall begin from Contract Commencement Date and remain effective till Contract Termination Date. The Grantee may terminate this Contract, providing written notice to the Grantor thereof if:
(a) A petition of bankruptcy or insolvency law is filed by or against the Grantor, or
(b) The Grantor commits a material breach under the Contract and fails to correct it.
The Grantor or Grantee may terminate this Contract before the agreed-upon termination time by providing written notice of Termination Notice Period in Days day(s).
Except for any breach, neither party shall be liable for any claims of any personal injury and property damage suffered by the other party or third party resulting from either Party's activities under this Contract.
In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by arbitration. There shall be Number of Arbitrators arbitrator(s), who shall be appointed by Arbitration Appointing Party Name. The venue of arbitration shall be Location of Arbitration, and the Seat shall be State of Seat. The arbitrators' decision shall be final and binding on both Parties.
This Contract shall be construed in accordance with the laws of Governing Law.
In the event that any provision in this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions of this Contract and all other provisions will remain in full force and effect.
This Contract shall not be assigned to any third party without the prior written consent of either party.
Any notice permitted under this Contract shall be given sufficiently if delivered in person or certified through email. A return receipt is requested to the address outlined in the opening paragraph of the Contract.
No modification or waiver of the provisions of this Contract shall be valid or binding on either Party unless in writing and signed by both Parties.
IN WITNESS WHEREOF, both Parties agree to the Terms and Conditions of the Royalty Contract and provide their acceptance by signing below:
Grantee Name
Grantor Name
Name:
Name:
Signature:
Signature:
Date:
Date: