LICENSE AGREEMENT
This License Agreement ("Agreement") is made and entered into as of [Date] ("Effective Date")
by and between:
[Mining Company], a corporation organized and existing under the laws of [Country], with its
principal place of business at [Address] ("Licensor"), and
[Chinese Manufacturer], a corporation organized and existing under the laws of China, with its
principal place of business at [Address] ("Licensee").
Whereas Clause and Background Statement
WHEREAS, the Licensor has developed and owns certain intellectual property related to
innovative mining equipment (the "Licensed IP");
WHEREAS, the Licensee has the expertise and facilities to manufacture the mining equipment
in China;
WHEREAS, the Licensor intends to file a patent application in China in the future to protect its
intellectual property rights;
WHEREAS, the parties desire to enter into a license agreement under which the Licensee will
manufacture the mining equipment in China, subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:
1. Definitions
Clause 1: Definitions
1.1 "Licensed IP" means the intellectual property rights related to the mining equipment,
including patents, pending patent applications, trade secrets, and any other proprietary
information.
1.2 "Products" means the mining equipment manufactured by the Licensee under this
Agreement.
1.3 "Territory" means the geographical area of China.
1.4 "Net Sales" means the gross sales of the Products, less returns, shipping costs, and sales
taxes.
2. License Grant
Clause 2: License Grant
2.1 The Licensor hereby grants to the Licensee a non-exclusive, non-transferable license to
manufacture the Products in the Territory using the Licensed IP.
2.2 This license does not include the right to distribute the Products outside of the Territory
unless otherwise agreed in writing by the Licensor.
2.3 The Licensee is prohibited from sublicensing the Licensed IP.
3. Sub-Licensing
Clause 3: Sub-Licensing
3.1 The Licensee does not have the right to grant sub-licenses to any third parties. Any attempt to
sub-license the Licensed IP will be considered a breach of this Agreement.
4. Consideration, Audits, and Reports
Clause 4: Consideration, Audits, and Reports
4.1 In consideration of the rights granted herein, the Licensee agrees to pay the Licensor a
royalty of 5% of the ex-factory price of each unit of the Products manufactured and sold.
4.2 The Licensee agrees to a minimum annual royalty payment of USD 500,000, payable in
quarterly installments.
4.3 All payments shall be made in USD by wire transfer to the account designated by the
Licensor.
4.4 The Licensee shall keep accurate records of all manufacturing and sales of the Products and
shall provide the Licensor with quarterly reports detailing such activities.
4.5 The Licensor shall have the right to audit these records upon reasonable notice to ensure
compliance with this Agreement.
5. Confidentiality
Clause 5: Confidentiality
5.1 The Licensee agrees to keep all technical and commercial information disclosed by the
Licensor confidential and to use such information solely for the purposes of this Agreement.
5.2 This obligation of confidentiality shall survive the termination of this Agreement until such
time as the confidential information enters the public domain other than through any party’s
default.
6. Commencement, Termination, and Consequences of Termination
Clause 6: Commencement, Termination, and Consequences of Termination
6.1 This Agreement shall commence on the Effective Date and continue for a period of five
years unless terminated earlier in accordance with this clause.
6.2 Either party may terminate this Agreement with six months' written notice.
6.3 The Licensor may terminate this Agreement immediately if the Licensee breaches any
material term of this Agreement.
6.4 Upon termination of this Agreement, the Licensee shall cease all use of the Licensed IP and
return all confidential information to the Licensor.
7. Limitation of Liability, Indemnification, Warranties, and Disclaimers
Clause 7: Limitation of Liability, Indemnification, Warranties, and Disclaimers
7.1 The Licensor warrants that it owns the Licensed IP and has the right to grant this license. The
Licensor further warrants that the license will not conflict with any other licenses or valid third-
party IP rights.
7.2 The Licensee agrees to indemnify and hold harmless the Licensor from any claims arising
out of the Licensee's manufacture and sale of the Products.
7.3 The Licensor's liability under this Agreement is limited to direct damages and shall not
exceed the total amount of royalties paid by the Licensee in the preceding twelve months.
8. Mediation and Dispute Resolution
Clause 8: Mediation and Dispute Resolution
8.1 Any disputes arising out of or in connection with this Agreement shall be resolved by
arbitration under the rules of the International Chamber of Commerce. The arbitration shall take
place in [mutually agreed location], and the language of the arbitration shall be English.
9. Miscellaneous Provisions
Clause 9: Miscellaneous Provisions
9.1 Force Majeure: Neither party shall be liable for any failure to perform its obligations due to
events beyond its reasonable control.
9.2 Assignment: This Agreement may not be assigned by either party without the prior written
consent of the other party.
9.3 Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of [jurisdiction].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Licensor: [Mining Company]
By: ___________________________
Name: _________________________
Title: __________________________
Licensee: [Chinese Manufacturer]
By: ___________________________
Name: _________________________
Title: __________________________
