KNOW-HOW LICENSE AGREEMENT
PARTIES:
the company
_________________________, with registered office located at ______________________,
______, ________________, ______, represented by Mr. ____________________
(hereafter referred to as the "Licensor")
and
the company ………. S.r.l.,
with registered office located at ……………,
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IL CONTRATTO È INCOMPLETO, A RICHIESTA
SARÀ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.) STUDIO
MISURACA, FRANCESCHIN & Associati/Associates
Studio Legale Law Firm Il contratto manca
di molte clausole, lo studio legale SMAF invia su gentile richiesta
una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The contract has
missing clauses; please, consider SMAF law firm allowed to send a you a
payable copy according to Italian Forensic Deontology Code. |
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20123 MILANO (MI), Italia Via Monti, 8 tel.:
+(39) 02 006
15 017 fax:
+(39) 02 700 50 81 00 e-mail:
info@smaf-legal.com
00198 ROMA
(RM), Italia Via Savoia, 78 tel.: +39 06 983 56 983 cell.: +39 06 8928 10 51 e-mail:
info@smaf-legal.com 40125 BOLOGNA (BO), Italia Strada Maggiore, 48 tel.: +(39) 051 64
40 543 fax.: +(39) 051 09 52 565 2°fax: +(39) 051 33 70 177 e-mail:
misuraca@smaf-legal.com 35131 PADOVA (PD), Italia Via Foscolo, 18 tel./fax: +(39) 049 8 364 364 fax: +(39) 049 8 364 364 e-mail: franceschin@smaf-legal.com |
made as of the first
day of ..............., 2005, wherein the following definitions shall apply:
Improvement
Any more efficient system or
apparatus for use on or with the Product.
Product
_____________________ as manufactured
by Licensor including tools and auxiliary equipment used therein and therewith.
Know-how
Drawings and related information on the method of manufacture of
the Products as practised by Licensor including information relating to
marketing.
Sales
Effective
Products the subject matter of a legally binding
agreement of sale excluding Products sold “on consignment” until consignee has
sold same.
Selling
Territory
All the countries in the world.
Operative
Date
The ________ day of _______, 2005.
Commencement
Date
The day on which the last signature on behalf of a
party hereto is written hereof.
Life of
this Agreement
The period during which the
Agreement is in full force and effect as provided by Article 7.
Agreement
Year
A period of 12 calendar months calculated from the 1st
day of ________ in every year during the Life of this Agreement.
Sales
Effected
Products the subject matter of a binding Contract of
Sale, or supplied “on Consignment.”
Associated
Company
A company controlled by, or controlling, or under
common control with, a party hereto, in respect to that party.
Article
1. Know-how
1.1 The
Licensor shall forthwith on the signing of this Agreement by both parties
hereto grant the Licensee a (exclusive/non exclusive) license to use the
Know-how in full detail such as would satisfy a reasonably competent engineer
for the commercial manufacture of the Products.
This shall not include layout of plant or production timing.
1.2 The Know-how
shall be treated as confidential information and therefore:
(i) it shall be disclosed only to those
employees whose duties cannot be fulfilled
without knowing the information;
(ii) visitors
to the Works where the drawings or other Know-how items are in use shall be
restricted so far as is necessary to minimise disclosure of items of the
Know-how;
(iii) the obligation of confidence shall continue after
termination or expiration of this Agreement until the parties agree that the
information is in the public domain or a period of 5 years whichever is the
shorter;
(iv)
notwithstanding the obligation of confidence it shall not be a breach of
this Agreement for either party to disclose in general terms relevant items of
Know-how to customers or potential customers so far as it is bona fide
necessary to do so to promote sales.
1.3 Licensor will at
the request of Licensee send a qualified technician to the Works of the
Licensee to instruct its engineers in workshop practices and other Know-how of
the like kind for not exceeding 3 occasions each of three weeks duration
(maximum) at times mutually convenient to both parties in the first year. Thereafter the sending of an engineer must be
mutually agreed upon and is no obligation to Licensor.
1.4 Licensee shall pay Licensor for the services
of the Technician referred to in the proceeding paragraph at the rate of $ per working hour (subject to adjustment as
provided in Article 6.6 (ii)) and a further sum in discharge of the
technician’s travelling and living
expenses on a standard appropriate to the individual. Licensor shall be responsible for insurance
coverage of such technician in respect of accidents to the technician or public
liability for his actions.
1.5 Persons sent by
Licensor to the Works of Licensee to assist Licensee hereunder shall be
furnished by Licensee with suitable working facilities, clerical services,
proper equipment, materials and tools to enable
any such person properly and efficiently to perform his duties. Such person shall keep confidential
information relating to Licensee’s methods of manufacture coming to his
knowledge.
1.6 Licensor’s obligation to send skilled persons to the
Works of Licensee whether for the purpose of assisting in start-up or to render
assistance at Licensee’s premises after start-up shall be limited to such
reasonable number of persons of such rank as to cause minimum interference with
Licensor’s operations and current commitments consistent with satisfying the
reasonable needs of Licensee.
1.7 Instruction at
the Works of Licensor shall be limited to such number of trainees and for such
period as Licensor can satisfactorily supervise without unduly interfering with
Licensor’s routine and current commitments.
1.8 Licensee’s trainees
will be given adequate opportunity to study the Know-how and they may be
allowed to make notes and sketches.
1.9 Employees of one
party hereto visiting the premises of the other party (the Host) must be
acceptable to the Host by exhibiting reasonable standards of character,
behaviour, and competence and they shall be required to conform to rules and
customs generally accepted as laid down by the Host for his own employees, or
especially for visitors, so far as
applicable.
1.10 Licensor agrees that Licensee may use
the Know-how at the Works of Licensee’s
associated company for the production of the Products during the Life of this
Agreement and while Licensee performs and observes his obligations hereunder.
1.11 Each party shall
pay or bear the expenses of its own employees sent to the premises of the
other.
Article
2. Supply of Components
2.1 Each of the
parties hereto shall assist the other by supplying the needed Components when
requested so far as is reasonably practicable and of mutual economic
advantage. The prices at which such
components shall be supplied shall be based upon the current list price of
Licensor so far as it extends (less a discount of 15%) otherwise the price
shall be at cost of labour and materials plus a reasonable proportion of
overhead expenses.
2.2 The ....
mechanisms of the Products shall be obtained by Licensee from Licensor who
undertakes to supply the same as ordered (subject to force majeure
as hereinafter provided) at the price of
$ multiplied by a factor according to the provisions of Article 6.6(ii).
2.3 Licensee shall
not sub-contract for the manufacture of components or assemblies without the
prior written consent of Licensor. Such
consent shall depend on what risk of disclosure of Know-how is involved as well
as other relevant matters.
Article
3. Manufacture and
3.1 Licensor agrees
not during the Life of this Agreement to agree with any other person for the
manufacture of the Products by such person in the Manufacturing Territory
except that during the period commencing not more than six months before the
termination or expiration hereof Licensor may treat with another for the
purpose of arranging continuity of supply in the Manufacturing Territory and
the Selling Territory through such other person.
Made in ............................., on the ...day of
..................., 2005.
........................................... ....................................................
___________________ ……………. S.r.l.
