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The following sample of the license agreement is a combination of formats that is most easily understood by the judge in charge of the jurisdiction of the country, with different legal systems between continental law and common law.
갑과 을의 사업장 소재와 설립법이 다른 국가의 사이에 체결하는 것으로 본 국제법률연구원 공지사항 게시판에 2018년 6월 25일에 올린 비슷한 2개의 라이센스 계약(형식 1, 2)과는 다른 형식이므로 다양한 계약을 참고하시기 바랍니다.
이 계약은 갑이 상품을 개발하여 특허를 외국에 등록 또는 출원 중에 있고 면허 제품의 개발 및 판매에 기술(개발했거나 또는 일반적으로 사용하고 있는 현재와 미래의 모든 기술 지식, 노하우, 표준 계산, 데이터 및 정보) 및 산업재산권(특허권, 실용신안권 및 그 출원)의 사용을 허락할 권리가 있어 조건 및 약속을 합의하는 것으로, 라이센스 기간 중 “산업재산권” 및 “갑”의 기술을 사용하여 면허제품을 면허상표를 부착하여 계약지역 내에서 개발· 판매 · 사용 할 수 있는 권리를 갑의 사전 서면 승인이 없이 sublicense를 해서는 안되며, 갑의 기술이나 그 디자인, 생산, 사용, 판매와 관련하여 개량이나 발명을 하는 경우, 갑은 을에게 동 개량 및 발명을 즉시 알려 별도 조건을 합의하고, 갑이 을에게 제공하는 기술정보와 산업재산권의 대가로 을은 갑에게 라이센스 제품당 얼마의 기술료를 매분기 말일로부터 몇 일 내에 발행되는 갑의 청구서를 받는 날로부터 몇 일 내에 지급하며 연간 몇 %의 연체이자를 적용할 것인지, 라벨 공급권은 “갑”이 가지며 비용은 “을”이 부담하고 “을”은 갑의 상표나 logo를 변경하거나 갑에게 손해가 발생되는 방법으로 사용하지 않기, 갑이 임명한 공인회계사를 통한 감사에 드는 비용은 갑이 부담하나 감사에서 보고된 로열티 간에 5% 이상의 차이가 날 경우에는 을이 부담하기, 불이행의 시정을 요구하는 서면 통지를 발송한 후에도 일방이 30일 이상 계속 의무를 위반 내지 이행하지 않을 경우와 파산, 재산관리, 지불불능, 혹은 일방의 채권자들의 이익을 위한 양도의 경우 서면통지로 계약 해지, 상대측에서 얻은 정보와 계약중에 개발된 영업상 비밀, 노하우를 비밀로 취급할 것을 종업원, 하도급, 기타 협력 업체들에게 동등한 의무 지우기, 분쟁시 피고소재지에서 피고국의 중재기관의 중재규칙에 따라 중재로 해결하고 당사자의 중재의무 규정에도 불구하고 가처분 할 수 있다. 의 내용이니 확인하고 이용하시기 바랍니다.
(Sample of) LICENSE AGREEMENT
THIS AGREEMENT, made and entered into on this [ 일자 월, 연도 dd/mm/yy ] by and between [ 라이센스를 주는 갑 이름, 직위, 소속 A's name/professione/company ] having its main office and place of business at [ 주소 adress ] (hereinafter referred to as “Licensor”) and [ 라이센스를 받는 을 이름, 직위, 소속, B's name/professione/company ] having his main office and place of business at [ 주소 adress ] (hereinafter referred to as “Licensee”).
WITNESSETH:
WHEREAS, Licensor has developed fusion pants underwear and applied or obtained the patent protections thereof in many countries, including [ 라이센스를 받는 국가명 B's country name ];
WHEREAS, Licensor has the right to and is willing to grant a license to use Licensor Technology or Industrial Property Rights in connection with the so developed fusion pants underwear (hereinafter referred to as “the Licensed Products”); and
NOW, THEREFORE, in consideration of premises and covenants hereinafter set forth, the parties hereto agree as follows,
Article 1. Definitions
As used in this Agreement, the following terms have the following meanings respectively;
1.1 “Contract Territory” means the territory subject to the Government of [ 라이센스 받는 국가명 B's country name ].
1.2 “Effective Date” is the date as set forth in the preamble hereof.
1.3 “Industrial Property Rights” means any or all rights under patents, utility models and application therefor presently owned or hereafter acquired by Licensor in relation to Licensor Technology.
1.4 “License Period” is the period stated in Article 8.1
1.5 “Licensed Products” mean the Licensed Products to be sold or distributed by Licensee and made utilizing Industrial Property Rights and Technical Information furnished by Licensor.
1.6 “Licensed Trademarks” shall mean the trademarks which are specified in Appendix [ 별첨서류 번호 ] hereto.
1.7 “Licensor Technology” means the Licensor technology for the fusion pants underwear.
1.8 “Technical Information” means all the technical knowledge, know-how, standard calculations, data and information developed or otherwise generally used by Licensor pertaining to Licensor Technology.
Article 2. Grant of License
2.1 Licensor hereby grants to Licensee a right to develop, use and sell in the Contract Territory the Licensed Products using the Industrial Property Rights and Technical Information furnished by Licensor under the Licensed Trademarks during the License Period.
2.2 Licensee may not grant any sub-license of the rights granted to it under this Article without the prior written approval of Licensor. It is expressly understood that [ 제품생산회사명 manufacturer name ] having its office at [ 주소 adress ] (the “Manufacturer”) will be in charge of manufacturing the Licensed Products only for the purpose of this Agreement.
Article 3. Improvements
3.1 If at any time during the term of this Agreement Licensor discovers or comes into the possession of any improvements or further inventions relating to the Licensor Technology or in connection with the design, manufacture, use and sale of the same, Licensor shall furnish Licensee with information on such improvement or further inventions without any delay and at a separately agreed terms and rates.
Article 4. Payment
4.1 In consideration of the Technical Information and the Industrial Property Rights furnished by Licensor to Licensee hereunder, Licensee shall pay to Licensor the following royalties in the amount and in the manner specified below.
(a) Royalty
US$ [ 로얄티 금액 ] per piece of the Licensed Products.
(b) Licensee shall make payment to Licensor within [ 몇 일 이내에 ] days after receipt of relevant invoice from Licensor within [ 몇 일 이내에 ] after the last date of [ 3월, 6월, 9월 and 12월 March, June, September, December ] of each year in the amount specified in Licensee’s royalty statement mentioned in Article 7.1.
(c) Notwithstanding anything to the contrary herein, Licensee shall pay the royalty for the calendar year of 연도 upon submitting to Licensor each purchase order for the Licensed Product at the set forth in 4.1 (a) hereof.
(d) The minimum royalty after year [ 위 (c) 연도 above (c) year ] on shall be agreed upon in writing by the parties hereto by end of the year [ 위 (c) 연도 above (c) year ] and relevant immediate previous year, failing which this Agreement may be terminated by either party.
4.2 All payments due under this Article shall be made in U.S. currency.
4.3 Any payment not paid in time shall bear an overdue interest rate of [ 연간 연체이자율 Annual overdue interest rate] percent per year.
Article 5. Supply of label
5.1 Labels to be affixed to the Licensed Products shall be provided by Licensor at Licensee’s cost. Licensee shall only use and shall not use any other than the labels supplied by Licensor.
Article 6. Licensee’s Obligations
6.1 Licensee undertakes to actively promote the Licensed Products in order to obtain a maximum sale in Contract Territory of the Licensed Products.
6.2 Licensee agrees that it will not modify the Trademark or logos of Licensor and will not use the Trademark or logos of Licensor in such a way that it would cause harm to Licensor.
6.3 Licensee agrees that it or Manufacturer will not use Industrial Property Rights and Technical Information for any purpose other than those expressly contemplated under this Agreement.
6.4 Licensee shall establish the letter of credit in favor of Manufacturer setting forth the presentation of Licensor’s inspection certificate containing, among others, the quantity by material, used color, style, type and size.
6.5 Licensee shall maintain the quality standard of the Licensed Products. Licensee may not sell, distribute, or dispose of the Licensed Product, whether of regular or inferior quality, at discounted price or otherwise without prior writer consent of Licensor.
Article 7. Records, Auditing and Reports
7.1 Licensee shall send its statement of royalties due for the immediately preceding three(3 ) month period together with full evidences which Licensor may require, to reach Licensor not later than thirty (30) days after the expiration of the immediately preceding three( 3 ) month period.
7.2 At the time of remitting the royalties, Licensee shall submit to Licensor a written report stating the name and address of the buyer, the retail price, sales quantity by the size, color, the type/style and the materials used of the Licensed Products sold or used by Licensee under this Agreement together with the samples thereof during the three (3) month period ended on last day of March, Jun, September and December each year.
7.3 The Licensor shall have the right to inspect and audit all account records of the Licensor pertaining to the sales of the Products through a chartered accountant appointed by the Licensor. The audit should take place upon prior notice and at a time convenient to Licensee, however not later than [ 감사일정 공지후 몇 일 이내의 일 수 Number of days within a few days after notification of the audit schedule ] days after notice. The auditor should have access to all material necessary to verify the costs, e.g. copies of advertisement campaigns. The costs for such inspection and audit shall be borne by the Licensor; however if the audit shall determine a discrepancy of more than [ 감사후 보고서와 다른 차액의 비율 Ratio of difference between the report after audit and the difference ] % between the royalty amount as verified by the audito and royalty reported by License the costs for such audit shall be borne by the Licensee.
Article 8. Duration and Termination
8.1 This Agreement shall be effective for an initial period of [ 계약기간 contract term ] years from the Effective Date of this Agreement.
After the end of this period, the Agreement shall expire without notice. The parties
may agree to extend the term of this Agreement
8.2 If either party hereto continues in default of any obligation imposed on it herein for
more than [ 고지후 일 수 Days after notice ] days after written notice has been dispatched by registered airmail by the other party requesting the party in default to remedy such default, the other party may terminate this Agreement by registered airmail to the first party and this Agreement shall terminate on the date of dispatch of such notice.
In the event of bankruptcy, receivership, insolvency or assignment for the benefit
of creditors of either party hereto, the other party may terminate this Agreement
effective immediately by giving the first party written notice to that effect.
Article 9. Use of Trademark and Brand Name
9.1 Licensor hereby grants to Licensee, upon the terms and conditions hereinafter
specified, a non-exclusive, non-assignable license to use the Licensed Trademarks during such time as this Agreement subsist in such manner as not to deceive the public, on and in connection with the Licensed Products. Licensor will not grant a license to use the Licensed Trademarks in the Contract Territory to any other third party in Japan during the subsisence of this Agreement.
9.2 Licensee shall be entitled to use Licensed Trademark on Licensee’s promotional
material in such form and in such manner as shall be approved in writing by Licensor at the first consulting in writing with the Licensor.
9.3The parties hereto will have Licensed Trademark and this Agreement duly registered with the relevant government agencies if required with the Patent Office.
9.4This license to use the Licensed Trademark is provided on a royalty free basis.
9.5 If this Agreement is terminated, Licensee shall immediately cease using the Licensed Trademark.
Article 10. Secrecy
10.1 The parties mutually promise to treat as confidential both the information received from the other side, be it in written, as computer files, video tapes, or else, and the trade secrets, know-how and other knowledge developed during the operations under this Agreement .
10.2 Such knowledge and information shall serve exclusively for the party’s own use within this Agreement. The parties shall subject their employees, subcontractors and other co-operating parties to corresponding obligations; providing such information to third parties in any case requires written approval by the other party.
10.3 In the case of a violation of the obligations of this Agreement the party disclosing information has the burden of proof that specific information has been known to him before receiving it from the other party or that such information has been disclosed later with no fault on his part.
Article 11. Taxation
11.1 If Licensee deducts, or if Licensor is obligated to pay, any taxes, fees, assessments, or other charges of any kind imposed by the [ 라이센스 받는 을 국가명 country name(B's) of under license ] Government, any subdivision thereof, or any other governmental unit within its territory (hereinafter referred to as “Charges”), with the respect to any amount payable to Licensor under this Agreement, Licensee shall bear such Charges. Licensor shall bear and pay Charges levied by [ 라이센스 주는 갑 국가명 country name(A's) of license giving ] government However, parties hereto shall send tax certificates thereof to the other party immediately.
Article 12. Arbitration
12.1 All disputes, controversies, claims or differences which may arise between the parties, out of or in relation to or in connection with this Agreement, or for the breach thereof shall be settled amicably between the parties, but in the event no amicable settlement can be reached, shall be referred to and finally settled by arbitration in the country of the respondent in accordance with the Arbitration Rules of Arbitration Board/Association of that country. In case the respondent is a [ 라이센스 주는 갑 국가명 country name(A's) of license giving ] entity, the arbitration shall be held at The [ 라이센스 주는 갑 국가명 country name(A's) of license giving ] Commercial Arbitration Board. In case the respondent is [ 라이센스 받는 을 국가명 country name(B's) of under license ] entity, the arbitration shall be held at the Commercial Arbitration Board/Association of [ 라이센스 받는 을 국가명 country name(B's) of under license ] . The arbitration panel shall consist of three (3) arbitrators, one (1) of whom shall be chosen by Licensor, one (1) of whom shall be chosen by the Licensee, and one (1) of whom shall be chosen by the two (2) arbitrators chosen Licensor by and Licensee. The award rendered by the arbitrators shall be final and binding upon both parties concerned, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The parties’ obligation under this paragraph to arbitrate shall not preclude either party from making a request to a court for interim protections.
Article 13. Applicable Law
13.1 This Agreement shall be construed and interpreted in accordance with the laws of the 라이센스 주는 갑 국가명.
Article 14. Force Majeure
14.1 Neither party shall be liable to the other party for nonperformance or delay in
performance of any of its obligation except payment of money under this Agreement due to causes reasonably beyond its control including fire, flood, strikes, labor troubles or other industrial disturbances, unavoidable accidents, governmental regulations, riots, and insurrections.
Upon the occurrence of such a force majeure condition the affected party shall
immediately notify the other party with as much details as possible and shall promptly inform the other party of any further developments. Immediately after the cause is removed, the affected party shall perform such obligations with all due speed.
Article 15. Language
15.1 The language to be used in rendering the Technical Information disclosed and
furnished to Licensee by Licensor under this Agreement shall be in English.
15.2 The language for correspondence between the parties and any documentation shall be in English.
Article 16. Entirety
16.1 This instrument embodies the entire agreement and understanding between the parties hereto relative to the subject matter hereof and there are no understanding, agreements, conditions or representations, oral or written, expressed or implied, with reference to the subject matter hereof that are not merged herein or superseded hereby.
No modification hereof shall be of any force or effect unless reduced to writing and signed by the parties claimed to be bound thereby and no modification shall be effected by the acknowledgement or acceptance of any order containing different conditions.
IN WITESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.
For and on behalf of Licensor For and on behalf of Licensee
라이센스 주는 갑 라이센스 받는 을
By : By:
이름 full name 이름 full name
직위 professione 직위 professione
소속 company 소속 company
주소 adress 주소 adress
전화/핸드폰/팩스 phone/mobile/fax 전화/핸드폰/팩스 phone/mobile/fax
이메일 e-mail 이메일 e-mail
📮 이메일 무료상담 가능. 📧 info@ilri.co.kr
To Find Blueocean, Taste Different Soluton
고도의 국제법 전문가 그룹 ㅡ 국제법률연구원
International Legal Research Institute. 🌐www.ilri.co.kr
Tel. [Korea 82]
Info 24hr. ☏(0)507-1350-0621 / (0)10-5295-0621 / (0)2-557-3476 📧info@ilri.co.kr
Law Dept. ☏(0)507-1351-0621 📧 law@ilri.co.kr
Education Dept. ☏(0)507-1352-0621 📧education@ilri.co.kr
Finance Dept. ☏(0)507-1353-0621 📧finance@ilri.co.kr
Press Dept. ☏(0)507-1354-0621
Administration Dept. 📧administration@ilri.co.kr
Secretary Dept. 📧secretary@ilri.co.kr
Court Auction Dept. ☏(0)507-1420-0621 |
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