Millions from the Mind

Sample Heads of Agreement (without hints)

The text below can be selected and copied into any program which will let you edit and format it. The text does not include the hints for negotiating a license agreement. Select HeadsOfAgmtWO.htm for text that is pre-formatted without license negotiation hints. Select Heads.htm for the form with hints.

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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