International Licensing Agreement

Effective Date [Date] between [Company Legal Name], ([Company]) a [State] [Corporation / Partnership / Sole Proprietorship / Resident), located at [Address] [City], [State] [Zip Code] and [Licensee], (Licensee) a [State of organization or residence) [Corporation / Partnership / Sole Proprietorship / Resident), located at [Address

1. Summary

The Licensor is the owner of a certain item now known as [Insert item], as more fully described in Exhibit A attached to this Agreement, together with all modifications, all improvements (including all those made by the Licensee), all patents and all copyrights and trademarks originated by the Licensee used in connection with (collectively, the Property). The Licensee desires to acquire from the Licensor, and the Licensor is willing to transfer to the Licensee, all rights in and to the Property pursuant to the Licensors grant to the Licensee of an exclusive license to manufacture, distribute and sell the Property throughout [Enter territory] (the Territory) on the terms and subject to the conditions of this Agreement. In consideration for the mutual promises, covenants, and Agreements made below, the parties, intending to be legally bound, agree as follows:
2. Grant of License

2.1 Grant of Exclusive License. The Licensor hereby grants to the Licensee an exclusive license (the License) to manufacture, distribute and sell, and to sublicense the manufacture, distribution and sale of, Licensed Products (defined below) in the Territory. The Licensee may manufacture the Licensed Products outside the Territory; provided, however, that in no event shall the Licensee distribute or sell the Licensed Products outside the Territory. Except as otherwise provided in Sections 9 and 11, the License specifically includes the right to exclude any person from manufacturing, distributing and selling the Licensed Products in the Territory. 2.2 Licensed Products. The term Licensed Products means all products sold by the Licensee, any Affiliate or Subsidiary (as such terms are defined in Section 12.2.2), or any Sub licensee of the Licensee during the term of this Agreement that are based on the Property.
3. Term & Termination

3.1 Term. The term of this Agreement shall commence on the date stated

above and shall continue until terminated as provided below. 3.2 Termination. This Agreement may be terminated by the Licensee at any time upon [Enter amount of time] prior notice to the Licensor, and by the Licensor: 3.2.1 Upon any material breach of this Agreement by the Licensee that is not remedied within 30 days after the Licensee's receipt of notice of such breach; 3.2.2 If the Licensor does not receive payment of the advance against the royalties in accordance with Section 3.2; 3.2.3 Pursuant to Section 3.2.9. 3.2.4 If the Licensee does not present Licensed Products at the [Month, Day, Year]; 3.2.5 If the Licensee does not ship Licensed Products to its customers on or before [Month, Day, Year]; 3.2.6 The Licensee notifies the Licensor of its intent not to manufacture Licensed Products during [Month, Day, Year]; 3.2.7 If the Licensee does not manufacture and sell the Licensed Products for any consecutive [Enter time) period; 3.2.8 If the Licensee files a petition in bankruptcy, is adjudicated in a bankrupt, becomes insolvent, makes an arrangement or assignment for the benefit of creditors, or discontinues its business, or if a receiver or custodian is appointed for the Licensee or its business, or if a petition in bankruptcy is filed against the Licensee that is not dismissed within 90 days after the date of such filing; or 3.2.9 The Licensor may terminate this Agreement if within 30 days after the end of any calendar year beginning with [Enter year), the Licensee has not paid to the Licensor royalties of at least $[x] from the sale of the Licensed Products during such calendar year (the Minimum Guarantee).
3.3 Effect of Termination. Upon termination of this Agreement by either party:

3.3.1 All rights granted to the Licensee under this Agreement shall revert to the Licensor free and clear of any lien, security interest or other encumbrance, and the Licensee and its Affiliates and Subsidiaries shall as soon as practicable cease the manufacture, distribution, sale, promotion, advertising and marketing of Licensed Products; provided, however, that for a period of 120 days after the termination of this Agreement the Licensee and its affiliates and subsidiaries may complete any work in process and sell their existing inventories of the Licensed Products; 3.3.2 All portions of the advance against royalties described in Section 4.3 that has not been paid shall be immediately due and payable;