WP E-Signature by Approve Me - Sign Documents Using WordPress -

Licensing Product Development Agreement

1800 South Wolf Road • Des Plaines, IL 60018 • Phone: 800-914-6110
Email: patentstoretail@aol.com • Website: www.patentstoretail.com

NON-EXCLUSIVE LICENSE AGREEMENT

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is effective as of Date (the “Effective Date”) by and between (“LICENSOR”), and Patents to Retail Partners, LLC (“PTR”), an Illinois limited liability company with a place of business at 1800 South Wolf Road, Des Plaines, IL. 60018 U.S.A.

WHEREAS LICENSOR represents, warrants and covenants that LICENSOR is the sole owner of the entire right, title, and interest in and to U.S. Patent Number and generally characterized as (the “PRODUCT”).

WHEREAS, PTR desires a Non-Exclusive license (the “PTR License”), granting PTR the right to utilize the intellectual property related to the PRODUCT for purposes of selling or licensing the PRODUCT:

LICENSING

(1) License. LICENSOR grants PTR to license and/or sell the PRODUCT subject to the restrictions and qualifications in this Agreement. LICENSOR shall facilitate any introductions and relationships necessary to facilitate licensing and/or sales by PTR. PTR has the right to negotiate prices for both production and sales and is entitled to purchase and/or sell the PRODUCT at any price determined by PTR.

2) Royalty Payment. On or before the fifteenth (15th) day of each month throughout the Term of this Agreement and any extensions thereto, PTR shall pay to LICENSOR a royalty of ten percent (10%) of PTR’s Gross Sales Price (defined below) for all sales derived from the PRODUCT in the preceding month (the “PTR Royalty”). “Gross Sales Price” means gross invoice price paid by third parties for purchase of the PRODUCT, less any allowances for defective or returned PRODUCT and, if applicable, shipping costs for return of defective or returned PRODUCT and deductions, such as volume rebates, cash disbursements for sales promotions, etc. No PTR Royalty payments are due on sales of the PRODUCT until PTR receives payment for such sales from a third party.

3) Development Fees. LICENSOR understands there is great risk and uncertainty in bringing new and untested products to the market, and PTR desires to commit its resources in attempting to bring the PRODUCT to market through representation to major retail outlets despite such risks. Licensor agrees to pay PTR $ upon the execution of this Agreement to compensate PTR for such development costs to facilitate market introductions (the "Development Fee"). If a retail outlet/potential buyer shows sufficient interest in LICENSOR'S PRODUCT, as determined in PTR'S sole discretion, then PTR will prepare drawings (including but not limited to, CAD, 3-D drawings, production drawings, and engineering drawings), and prepare a prototype and an animated video, all at NO additional cost above the Development Fee.

4) Books and Records. PTR shall produce and provide to the LICENSOR a report (the “Royalty Report”) providing sales information about the sale of the PRODUCT, including item numbers, dates, invoice numbers, quantity, selling price per item and total dollar amount of sales per item and due date for payment to LICENSOR. The Royalty Report shall be furnished to the LICENSOR monthly, on or before the fifteenth (15th) day of each month, throughout the Term of this Agreement and any extensions thereto.

5) Term. This Agreement is valid between PTR and LICENSOR for 12 months from the date of this Agreement (the “Term”); during the Term PTR shall use its best reasonable efforts to present the PRODUCT to retail outlets and secure a purchase order through one or more such retail outlets.

6) Litigation. This Agreement shall be interpreted in accordance with the laws of the State of Illinois. Venue for any litigation pursuant to this Agreement shall be conducted in the proper state or federal court in Chicago, Cook County, Illinois. In the event of any controversy, claim or dispute between the parties arising out of or relating to this Agreement or the breach of this Agreement, the “prevailing party”, as that term is construed by Illinois law, shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for attorney’s fees and related costs, which shall be determined by the court in that litigation or in a separate action brought for that purpose. Licensor agrees that it will not cancel payment or otherwise request a refund from the card issuer without first advising PTR of any complaint regarding PTR services and thereafter providing PTR up to thirty (30) days to cure any complaint.

7) Derivatives. All product derivatives of PRODUCT shall be included in the terms of this Agreement as if such derivatives were the PRODUCT.

8) Notice. All notices under this Agreement shall be sent via certified mail as follows:

If to LICENSOR:
Name
Address
E Mail Address
Phone #

If to PTR:
Patents to Retail Partners, LLC
1800 South Wolf Road
Des Plaines, IL 60018
patentstoretail@aol.com
1-800-914-6110

9) Non-Solicitation. LICENSOR shall not contact or solicit for hire, either on behalf of Licensor, or any third party for the benefit of Licensor, any customers, buyers, representatives, employees, manufacturing partners, or other agents of the PTR during the term of this Agreement and for a period of two (2) years after expiration of the Agreement. Any breach of this provision shall entitle the PTR to seek injunctive relief in any court of equity in the State of Illinois.

10) Indemnification. LICENSOR represents and warrants that the PRODUCT does not infringe on the property or other rights of any third parties (an "Infringement Claim"), and LICENSOR agrees to defend, indemnify and hold PTR harmless regarding any Infringement Claims, including but not limited to payment of all reasonable attorney's fees incurred by PTR for such Infringement Claims.

11) Entire Agreement. This Agreement contains the entire agreement between the parties. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. Any Amendments to this Agreement must be in writing and signed by both LICENSOR and PTR.

Leave this empty:

Your legal name

Your email address

Please Confirm full name and signature.

Draw Signature
Type In Signature

Draw your signature with your mouse, tablet or smartphone Clear

I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

I agree that I am and I understand this is a legal representation of my signature

Adopt & Sign

Timestamp

Audit

May 4, 2023 4:16 pm CDT

Licensing Product Development Agreement Uploaded by Andy Berger - andy@123axis.com IP 67.186.85.169