Manufacturing Licence Agreement

The owners of patents, designs, copyright and other intellectual property rights subsisting in inventions often choose to licence those rights to others as a means of exploiting their inventions. Often, the owner of an invention will choose to enter into a manufacturing licence agreement with another party, allowing that party to manufacture their invention.

This Manufacturing Licence Agreement is designed for use in such situations. This agreement establishes a relationship between a manufacturer and a licensee whereby the owner grants a licence to the licensee allowing them to manufacture and sell their product(s) whilst also granting licenses of whatever intellectual property rights (registered or otherwise) are required in order for the licensee to manufacture and sell the product(s).

Know-how forms an essential part of many inventions. Providing someone with the specifications of an invention will often not be enough. This agreement is specifically designed for use alongside a Know-How & Technical Assistance Agreement. An optional schedule is included in this document for the annexation of the Know-How & Technical Assistance Agreement. It is recommended that you do this, however if for any reason you do not wish to attach a copy of the agreement, the simple cross-reference also included in this document will suffice.

When dealing with intellectual property licensing it is important to be aware that certain formalities must be observed when dealing with registered rights such as patents, trade marks and designs. Although this document is not a dedicated licence for a given type of intellectual property, it functions in much the same way and it is recommended that the same formalities (such as registration of a patent licence with the IPO, for example) are complied with as would be in the case of a dedicated licence agreement.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Manufacturing Licence Agreement contains the following clauses:

1. Definitions and Interpretation
2. Grant of Rights
3. Know-How and Technical Assistance
4. Manufacture of the Product(s)
5. Product Improvements
6. Intellectual Property Rights
7. Fees and Payment
8. Confidentiality
9. Manufacturer’s Warranties
10. Licensee’s Warranties
11. Indemnity
12. Term and Termination
13. Post Termination
14. Non-Assignment of Agreement
15. Notices
16. Force Majeure
17. No Waiver
18. Severance
19. Law and Jurisdiction

And the following Schedules:

1. Product(s)
2. Manufacturer’s Trade Mark(s)
[3. Know-How and Technical Assistance Agreement]

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