PATENT LICENSE AGREEMENT
This Patent License Agreement (the "Agreement") is entered between Knowledge Partners International, LLC, a Delaware limited liability company having its principal office in 8 Calais Rd, Mendham NJ 07945 USA ("Licensor"), and ("Licensee").
Effective date is date of acceptance and registration of this agreement at www.kpiusa.com .
WHEREAS, Licensor is the exclusive licensee (with right of sublicense) of an invention relating to “a business decision modeling system” for which a patent application was made and for which Letters Patent in the United States bearing Patent No. 8,073,801 issued December 6, 2011 (“the Patent”); and
WHEREAS, the parties desire to enter into an irrevocable (except as provided in Sections 6 and 8 hereof), nonexclusive, royalty-free Patent License under certain terms and conditions;
NOW, THEREFORE, in consideration of the recitals and mutual agreements herein contained, it is hereby agreed as follows:
1. For the purpose of this Agreement: “Licensed Product” means a product or method whose design, use or manufacture practices one or more of the inventions claimed in the Patent, including any and all improvements and new developments in such products or methods as may occur during the term of this Agreement, provided that such product or method either is: i) used by Licensee for its own internal business purposes and not for the purpose of resale; or ii) if incorporated into a software product, such software is not intended for resale.
2. Licensor hereby grants to Licensee an irrevocable (except provided in Sections 5 and 7 hereof), nonexclusive, nontransferable license under the above-mentioned Patent, to manufacture and use, but not to resell, the Licensed Products in the U.S.; and Licensee shall have the right to sublicense, in whole or in part, the rights granted herein, to Licensee's affiliates and subsidiaries, provided such sublicensee agree in writing to all the provisions set forth in this Agreement. Licensor shall include in Licensed Products the mark “Patent No. 8,073,801, used under license.”
3. If and to the extent that Licensee develops any improvements to the Patent, all such improvements are hereby assigned by Licensee to Licensor and Licensee agrees to execute any documents necessary or convenient to effectuate the foregoing assignment. Upon such assignment, Licensor hereby grants to Licensee an irrevocable (except as provided in Sections 6 and 8 hereof), nonexclusive, nontransferable license to any such improvements which shall be deemed to be included within the Licensed Patent.
4. Licensor shall have no legal responsibility as to the quality of the Licensed Products produced by Licensee or for patent infringement relative to such products or method of manufacture or use or apparatus used in manufacture.
5. Nothing in this Agreement shall be construed as: (a) a warranty or representation by Licensor as to the validity or scope of the Licensed Patent; or (b) a warranty or representation that any Licensed Products utilizing the Licensed Patent or made, used, sold or otherwise commercialized under the license granted in this Agreement is or will be free from infringement of patents owned by third parties.
6. If either party is in material breach of its obligations hereunder and if any such material breach is not corrected within sixty (60) days after it shall have been called to the attention of the defaulting party by the other party, then the other party, at its option, may thereupon terminate this Agreement.
7. Upon termination of this Agreement prior to the expiration of the Patent, Licensee shall have the right to complete the manufacture of the Licensed Product in process of manufacture on the effective date of termination and to sell that Licensed Product after completion and any completed product on hand on the date of termination.
8. This Agreement shall terminate automatically upon dissolution, bankruptcy, or insolvency of, or appointment of a receiver for Licensee or as a result of government or court action against Licensee affecting the ownership or control of Licensee.
9. Termination of this Agreement for any reason shall not prejudice any right either party may have at law or in equity.
10. No failure or delay on the part of either party in exercising its right of termination hereunder for any one or more causes shall be construed to prejudice its right of termination for such or for any other or subsequent cause.
11. This Agreement is personal to the parties hereto and may not be assigned or otherwise transferred by Licensee except with written consent of Licensor.
12. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, inability to procure raw materials, power or supplies, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any government, agency, or any other act or conditions whatsoever beyond the control of the parties hereto, the party so affected upon giving prompt notice to the other party shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall use its best efforts to avoid or remove such causes of nonperformance and shall continue performance hereunder with the utmost dispatch whenever such causes are removed.
13. All notices given under this Agreement shall be in writing and shall be deemed effectively received as of the date they are deposited as first-class mail, postage paid, with the United States Postal Service, addressed as indicated below:
If to Licensor:
Knowledge Partners International, LLC
8 Calais Rd, Mendham NJ 07945, USA
If to Licensee:
As listed in acceptance and registration form
The address for giving such notices may be modified from time to time by the parties by giving written notice thereof.
14. Any controversy or claim arising out of or relating to this contract, or the breach thereof, including any dispute relating to patent validity or infringement arising under this contract shall be settled by arbitration in accordance with the Supplementary Rules for the Arbitration of Patent Disputes of the American Arbitration Association, and judgment upon the award rendered by three arbitrators may be entered in any court having jurisdiction thereof.
15. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of North Carolina, without regard to conflicts-of-law or choice of law rules.
16. This Agreement embodies the entire agreement between the parties, superseding any prior oral or written agreements, if any. Any modification if this Agreement shall be in writing and shall be signed by both parties.
Acceptance, registration of this Agreement at www.kpiusa.com by duly authorized Licensee officer, and email acknowledgement by Licensor constitutes execution of this agreement.