Industrial Property
Licensing Agreement
concluded pursuant to § 508 - § 515 of the
Commercial Code
LINEA, a. s., registered office:
Úzká 25, Prague 1,
Company ID: 1234567, Tax ID: 001-1234567,
entered in the Commercial Register maintained by Prague Municipal
Court, Section B, Insert 45678,
represented by Mr. Jan Vrba, chairman of the board of directors
and Dr. Eva Holá, member of the board of directors, as the party of the first
part (hereinafter the “Licensor")
and
ROYAL GOODS, LTD.,
registered office: Long street, No. 27, London, GB,
entered in the commercial register in London under no. 54378,
represented by the proxy, Mr. Joe Brown, as the party of the second part
(hereinafter the “Licensee")
The aforementioned parties have agreed to this
LICENSING AGREEMENT
Section 1
Subject Matter of the Licensing Agreement
1.1. The Licensor is the owner of the rights to patent no. 0976
including related know-how concerning its effective use contained in the
technical, manufacturing and technological documentation. The Licensor declares
that use of the patent and know-how allows the production of the relevant
contractual product at a first-class quality level and furthermore declares
that the Licensor is authorized to dispose of the patent and know-how
independently and without limitation without consequent legal defects of such
actions. The Licensor intends to assign the right of use of the aforementioned
patent and know-how to Licensee, which is interested in obtaining authorization
for the use of this patent and know-how for its activities under the conditions
established herein.
1.2. The subject matter of the Agreement is the providing of the
rights of the Licensor to use patent no. 0976 registered in the Czech Republic,
for which proceedings have been commenced towards the gaining of further patent
protection in the countries listed in Annex No. 1 to this Agreement, which
constitutes an integral part hereof, exclusively in the area of the production
and sale and also the provision of knowledge, experience and procedures
increasing the effectiveness of its use and generally contributing to its
faster, cheaper or better-quality practical use. The subject matter of the
Agreement is furthermore the authorization of the Licensee to improve patented
and unpatented processes, the provision and use of technical and consultative
assistance, and also the warranty of the Licensor on products made and labeled
in accordance with this Agreement.
Section 2
Extent of Use and Sublicense
2.1. Pursuant to this Agreement, the Licensee is entitled to use
the object of the Agreement independently in its manufacturing and commercial
activities including advertising for the labeling of its products and the
providing of services.
2.2. Without the consent of the Licensor, according to this
Agreement, the Licensee is not authorized to provide the object of the license
that it is obtaining pursuant to this Agreement to any third party
(sublicense), nor to deposit it as such into its business in any manner or
anywhere.
2.3. Not deemed to constitute the provision of authorization
pursuant to para. 2.2. are use in the organizational units of the Licensee's
company, in divisions existing separately for tax purposes, or companies in
which the Licensee has a major, decisive or any other share.
Section 3
Licensed Territory
The Licensee obtains the object of the Agreement for the licensing
territory defined as the aggregate territory of the states in which it enjoys
this protection in accordance with applicable regulations. An overview of the
territory is found in Annex No. 2 to this Agreement, which constitutes an
integral part hereof.
Section 4
Technical Information, Documentation and Aid
4.1. Within eight days of the day when this Agreement becomes
valid, The Licensor undertakes to turn over to the Licensee the technical
documentation containing all needed information and procedures for setting up
and operating production in accordance with the patents listed in Section 1
herein.
4.2. The Licensor furthermore undertakes that after the setup of
production at the factory of the Licensee, it shall provide expert technical
aid free of charge to eight specialists for a period of sixty consecutive
workdays after production is launched. The Licensor shall pay all costs
connected with the travel and accommodations of those specialists.
4.3. Without further demands for payment, the Licensor furthermore
undertakes to send technical aid within seventy-two hours at the request of the
Licensee specifying the problem to the site designated by the Licensee that is
accessible in a usual manner up to five times each year for a period of ten
consecutive workdays, sending up to three specialists able to correct problems
arising during manufacturing of the product licensed under this Agreement. In
this connection, the Licensee undertakes to provide those specialists
accommodations of an appropriate level of quality at its own expense.
4.4. The Licensor undertakes to turn over to the Licensee all
other technical aid, consulting and training in the amount of two hundred forty
man-days per year under the conditions set forth in a separate agreement. The
possible further extension of the extent of this duty may be the subject matter
of another separate agreement.
Section 5
Improvement
5.1. The Licensee is entitled to adapt the licensed product only
with the prior consent of the Licensor. Together with the proposal for any
improvement, the Licensee shall also send the Licensor three copies of
documentation prepared in the manner and in accordance with the principles
according to which the documentation stated in Section 4 herein has been
prepared. Pursuant to this Agreement, the Licensor is entitled to use any such
proposed improvement itself or in licensing relations with any third party,
even if the Licensee does not grant consent pursuant to this Section. In case
of the consent of the Licensor pursuant to this Section, the Licensee is not
authorized to request the lowering of licensing fees or of any other payment
for the provision of the improvement.
5.2. The Licensor undertakes to provide the Licensee information
occasionally concerning the improvement and perfection of the licensed product
(for a consideration, the Licensee may obtain documentation pursuant to Section
4 herein) and any conditions at variance from the provisions of this Agreement
that shall be arranged in a separate agreement.
Section 6
Quality
6.1. The Licensee undertakes to abide by the manufacturing and
technological procedures in accordance with the documentation turned over
pursuant to Section 4 herein and therefore to be responsible for the
first-class quality of the manufactured products.
6.2. The Licensee undertakes to allow up to three times annually
the sampling of components to the full extent needed for the making of three
items of the final product, as well as three items of the final products
prepared for delivery by the Licensor. The Licensor shall inform the Licensee
of the test results within three weeks. If the quality of manufacturing does
not meet the requirements arising from the documentation pursuant to Section 4
herein, the Licensor shall inform the Licensee of this fact. Failure to meet
quality requirements for two consecutive tests or more than four times overall
shall constitute grounds for cancellation of this Agreement by the Licensor.
Section 7
Labeling
The Licensee is authorized to label the Products manufactured
pursuant to this Agreement and the sales venues for those products with
trademark no. 0976, the owner of which on the entire licensing territory is the
Licensor for the duration of the term of this Licensing Agreement. The Licensee
is furthermore authorized to label its own product with the text “made under
license of the company LINEA, a.s." and/or “Patent No. 0976" in both English
and Italian.
Section 8
Duties of the Licensor
For the duration of the validity of this Licensing Agreement, the
Licensor undertakes to maintain in the entire licensing territory to an
undiminished extent the industrial property protection of patents that
constitute the object of this Agreement as well as the validity of registration
of the trademarks listed in this Agreement.
Section 9
Duties of the Licensee
9.1. The Licensee undertakes to launch production and to begin
sale of the product as soon as possible, making every effort to create and to
create and maintain by means of delivery and service throughout the contractual
territory the broadest possible market for the contracted products for the
entire duration of the validity of this Licensing Agreement.
9.2. The Licensee undertakes to refrain from revealing to third
parties all technical and technological information provided as well as any
improvements and to make contractual arrangements to secure the protection of
this information from disclosure either by the Licensee's employees or by any
other persons cooperating, and in particular by contractors or firms
cooperating in any way.
9.3. The Licensee undertakes to keep separate records on the
volume of production, the number of products, deliveries, sales, warranty
claims and all other manufacturing and commercial activities, as well as
separately categorized accounting records for the object of the…
