License and technical knowledge assignment agreement

LICENSE AND TECHNICAL KNOWLEDGE ASSIGNMENT AGREEMENT

This License and Technical Knowledge Assignment Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between [Licensor Name], a [State of incorporation] corporation with a principal place of business at [Address] (the “Licensor”), and [Licensee Name], a [State of incorporation] corporation with a principal place of business at [Address] (the “Licensee”).

WHEREAS, Licensor is the owner of certain technical knowledge and expertise related to [Technical Knowledge or Expertise] (the “Technical Knowledge”), and desires to grant a license to the Licensee to use and exploit the Technical Knowledge for the purpose of [Purpose of Use];

WHEREAS, the Licensee desires to obtain a license to use and exploit the Technical Knowledge for the purpose of [Purpose of Use] and to acquire the Technical Knowledge for their own use and benefit;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. License Grant. Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, and limited license to use the Technical Knowledge solely for the purpose of [Purpose of Use]. The Licensee shall not use the Technical Knowledge for any purpose other than [Purpose of Use].
2. Technical Knowledge Assignment. Licensor agrees to assign to the Licensee all rights, title, and interest in and to the Technical Knowledge, including all intellectual property rights, free and clear of any liens, claims, and encumbrances. The Licensor shall execute any additional documents and take any further actions reasonably necessary to effectuate the assignment of the Technical Knowledge to the Licensee.
3. Consideration. In consideration for the license grant and Technical Knowledge assignment, the Licensee shall pay the Licensor the sum of [Amount] dollars ($[Amount]) within [Number of Days] days of the Effective Date.
4. Confidentiality. The Licensee agrees to keep the Technical Knowledge confidential and shall not disclose the Technical Knowledge to any third party without the prior written consent of the Licensor.
5. Term and Termination. This Agreement shall remain in effect until [Term of Agreement]. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement. Upon termination, the Licensee shall immediately return all Technical Knowledge and any materials or documents containing the Technical Knowledge to the Licensor.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice or conflict of law provision or rule.
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LICENSOR:

[Name of Licensor]

By: __________________________ Name: ________________________ Title: _________________________

LICENSEE:

[Name of Licensee]

By: __________________________ Name: ________________________ Title: _________________________