Millions from the Mind

Sample Heads of Agreement (without hints)

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                                "HEADS OF AGREEMENT"
                   OUTLINE OF TERMS OF EXCLUSIVE LICENSE AGREEMENT

                 ___________________________________________________

1. Licensor:



2. Licensee:



3. What is Licensed:



4. Proprietary Rights:



5. Support:



6. The Grant:       A ______________ license to make, have made, use and sell the Product 
                    in the Territory under the Patent Rights.
                    Also, a _____________ license to make, have made, use and sell the 
                    Product under the Know How.

7. Option Period:


8. Option Price:


9. License Payment:


10. Royalty Rate:


11. Territory:


12. Term of License: Concurrent with the life of the last-to-expire patent or a period of 
                     ten (10) years if no patent rights shall exist.



13. Minimum Royalties:
                     An annual minimum royalty, payable in quarterly installments shall 
                     be based upon approximately one-half of mutually agreed anticipated 
                     Net Sales.



14. Term of Agreement:
                     The Agreement may be terminated by either party by reason of an 
                     uncured breach upon sixty (60) days notice. The Agreement may be 
                     terminated by the Licensee during the first five (5) years of the 
                     Agreement upon ninety (90) days notice by paying to the Licensor the 
                     remaining minimums for the said first five (5) years of the 
                     Agreement. After said first (5) years, Licensee may terminate the
                     Agreement at any time without penalty upon ninety (90) days notice.



15. Patent Filings and Maintenance:     
                     Licensor shall be responsible for all patent filings, for 
                     prosecution and maintenance of patents and for all costs relating to 
                     same.



16. Improvements:



17. Indemnification: Licensee shall hold licensor harmless from any and all product 
                     liability claims caused by manufacture and/or sale of the Products 
                     by Licensee, excepting for direct negligence on the part of the 
                     Licensor.



 18. Infringement:  Licensee shall have the first right to bring appropriate action 
                    against infringers at its own expense and shall retain any recovery 
                    therefrom. If Licensee shall fail to take action within ninety (90) 
                    days after learning of such infringement, then Licensor may institute 
                    appropriate action at its expense and retain any recovery therefrom.




IMPORTANT NOTE:     THE FOREGOING OUTLINE OF TERMS IS PROVIDED FOR
                    INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
                    OPTION OR AN OFFER TO BUY OR SELL.

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