Prf Agreement for the Commercial License

Tangible Research Property License Agreement: Intellectual property takes many forms, and inventions that are not patentable or protected by copyright can still be licensed. For example, cell lines or antibodies may be authorized as tangible property, giving the licensee the right to use and sell materials manufactured at Purdue. The characteristics of the RM agreement: The first type of authorization. It`s expensive, the general price is about thousands, tens of thousands, hundreds of thousands. Basically, is only suitable for large companies. CC0 Agreement: Copyright Sharing Agreement. Creators (designers, photographers, etc.) share their copyrights with the world and no longer own the copyright to their images. It could be used commercially worldwide. 4 3.3.6 To the extent that the Company derives or invents material, know-how or product from the invention, patent rights and material, the Company irrevocably assigns to PRF all right, title and interest in such material, know-how or product. 3.4 Confidential Information. All confidential information disclosed by one party to another is subject to the conditions of Annex B.

3.5 Rights of the United States Government To the extent that an invention has been funded in whole or in part by the Government of the United States, the United States Government retains certain rights in the invention under federal intellectual property policy. This Agreement is subject to the Federal Directive on Intellectual Property in all respects. ARTICLE 4: CONSIDERATION 4.1 The Company hereby agrees to pay PRF a non-refundable fee of $e.c. by [ ] to be paid by the Company within ten (10) days of the effective date of this Agreement. 4.2 All payments under this Agreement must be made in U.S. dollars. For the conversion of foreign currencies into U.S. dollars, the conversion rate is the New York exchange rate reported in the Wall Street Journal on the due date of payment. Any loss of exchange, value, taxes or other expenses incurred during the transfer or conversion into U.S. dollars will be paid in full by the Company. 4.3 Interest shall be payable on all payments to PRF required under this Agreement and delayed by more than thirty (30) days, as well as on any insufficient payment of amounts payable to PRF under this Agreement.

The interest rate is one and a half percent (1.5%) per month from the maturity date. ARTICLE 5: REPORT AND PUBLICATION 5.1 The Company agrees to provide PRF with a confidential final report summarizing the results of the Company`s use of the invention, patent rights and material within thirty (30) days of the termination or expiration of this Agreement. 5.2 For any proposal for disclosure by the Company of the results of its use of the Invention, Patent Rights and Materials under this Agreement, the Company shall provide PRF with such disclosure for review at least thirty (30) business days prior to any proposal for submission to third parties. ARTICLE 6: EXCLUSIONS AND INDEMNIFICATION 6.1 EXCLUSIONS OF WARRANTIES. THE INVENTION, PATENT RIGHTS AND MATERIALS, AS WELL AS ANY CONFIDENTIAL INFORMATION PROVIDED BY PRF, MUST BE PROVIDED AS IS. PRF DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE INVENTION, PATENT RIGHTS AND CONFIDENTIAL MATERIALS OR INFORMATION, INCLUDING, BUT NOT LIMITED TO: RELIABILITY, COMPLETENESS OR ACCURACY OF PRF`S CONFIDENTIAL INFORMATION; INJURY OR NON-INJURY; THE PERFORMANCE OF THE MATERIAL, INCLUDING BUT NOT LIMITED TO SAFETY, EFFICACY OR COMMERCIAL VIABILITY; AND THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NEGOTIATION PROCESS OR BUSINESS PRACTICES. PRF HAS NOT CONDUCTED ANY INVESTIGATION OR MAKES ANY REPRESENTATION THAT THE INVENTION, PATENT RIGHTS AND MATERIALS, PRF`S CONFIDENTIAL INFORMATION OR THE METHODS USED IN THE MANUFACTURE OR USE OF THE INVENTION, PATENT RIGHTS AND MATERIALS ARE OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. 6.2 Indemnification. The Company defends, indemnifies and holds PRF and Purdue University and each of their respective regents, directors, trustees, officers, faculty, medical and professional staff, employees, students, interns and agents, and their respective successors, heirs and assigns, from and against any and all claims, liabilities, costs, damages, defects, losses, expenses or obligations of any kind or nature. (including, but not limited to, reasonable attorneys` fees, B.

Costs for expert advice, court costs and other litigation and expenses at the litigation and appeal level) incurred or imposed by a commercial evaluation license agreement: Often, the diligence that a potential licensee wishes to exercise on a technology cannot be completed without access to samples or data. In this case, commercial evaluation licenses are used to grant the right to use a technology in limited circumstances and for a limited period of time to evaluate that technology. The key to successful licensing of Purdue technology lies in the creation of a partnership between PRF and the licensee around the mutual benefit of realizing Purdue technologies as commercial products and services. License Agreement: This agreement can be adapted to many circumstances and generally represents a long-term partnership between PRF and a licensee. Licenses may grant exclusive or non-exclusive rights. A license generally grants a licensee the right to manufacture, use and sell the technology. The license generally imposes obligations on the licensee, such as . B the obligation to carefully develop the technology into a product or service and to pay an agreed financial consideration. A license can generally be terminated at licensee`s discretion, but PRF may only terminate the same license under predefined terms, usually in the event of a material breach of contract. After termination, the rights to the IP revert to PRF. Option Agreement: A short-term agreement that gives a company the first right to negotiate a license for a particular technology. During the term of the option, PRF will not actively commercialize the technology and will not seek out other potential licensees.

In return, the party receiving the option often pays modest fees and usually assumes responsibility for ongoing intellectual property costs during the period. An option agreement is appropriate if a potential licensee wishes to have the opportunity to conduct market or technology due diligence before entering into a full license. RF (royalty-free) is defined as an image of RF mode and the user`s license is a non-exclusive license to use. The use of the images would not be limited by the number of times, time, space, use of purposes after the purchase of the rights of use by users. The features of the RF agreement: the traditional method of for-profit image licensing. The price of each image is different, which corresponds to the size of the images. RM (Royalty-Managed) copyright management mode, also known as specific use of copyright mode. It is defined as images in RM mode, user permission would be limited by the number of times, time, space and intended use.

Whenever a customer uses such images, the license must be authorized. 5 any of them in connection with any claim, action, suit, demand or judgment that may arise from the use of the Invention, patent rights and materials by the Company, its staff or any other person acting on behalf of or with the permission of the Company. . . .