- •License agreement
- •Whereas
- •1. Definitions
- •2. Subject of the Agreement
- •3. Technical Documentation
- •4.Improvements
- •5. Obligations and Responsibilities
- •6. Technical assistance for mastering manufacture of “The Licensed Product”
- •7. Payment
- •8. Information and Reporting
- •9. Confidentiality
- •10. Protection of licensable rights
- •11. Advertising
- •12. Settlement of Disputes
- •13. Duration of the Agreement
- •14. Legal addresses of parties and signatures of responsible persons
3. Technical Documentation
3.1. All technical documentation, necessary and sufficient to manufacture "The Licensed Product" (Specification № 1 which is integral part of this Agreement and has same legal force and effects) shall be transferred by The Licensor to an authorized representative of The Licensee at Dmitry Dolganov in in English in 2 (two) copies within 7 ( seven) days from the date of entering into force of the present Agreement.
3.2. The receive-and-accept certificate signed by authorized representatives of both Panics shall be established while transferring the technical documentation. If The Licensee or his authorized representative docs not appear on time fixed for the transfer. The Licensor may send the documentation over by registered mail to the address and for the account of The Licensee.
The date of signing the receive-and-acceptance certificate or the date of post stamp on the waybill shall correspondingly be the date of transfer of the documentation.
3.3. If The Licensee at the time of transfer or within 3 (three) months after receiving documentation finds out incompleteness or incorrectness of the documentation received from The Licensor, The Licensor shall have to overhand, within 3 (three) weeks after getting reclamation in writing, the missing documentation or partial shortcomings and to overhand the corrected documentation to The Licensee.
In this case the date of transfer of the missing or the corrected documentation, in correspondence with the provisions of Clause 3.2, sub Clause 2, shall be considered the date of transfer of the documentation.
The Licensee shall have the right to multiply the documentation for his own needs, observing, however, obligations to ensure confidentiality.
4.Improvements
4.1. Within the life - time of the Agreement The Parties to the Agreement undertake to inform each other, without delay, about all improvements carried out by them relating to "The Patents», "The Licensed Product" and "The Special Production».
4.2. The Parties undertake to offer all above said improvements in the first place to each other. The terms and conditions of transfer of these improvements shall be agreed upon by the Parties additionally.
The improvements created by one of the Parties and protected by patents of Russia or improvements in relation to which applications had been filed with the Patent Service of Russia shall be considered as the property of this Party.
In case of refusal of either Party or non-receiving a reply within 1 (one) month, the Parties shall have the right to offer the Improvements to the third parties.
5. Obligations and Responsibilities
5.1. The Licensor declares that at the time of signing the present Agreement nothing is known to him about the rights of the third persons which might have been infringed by the granting of the License.
5.2. The Licensor declares of technical feasibility of manufacturing «The Licensed Product» at the works of The Licensee as well as of practicability of achieving indices stipulated
by the prevent Agreement it all requirements and instructions. Mechanical, technological and other indices are stated in Specification № 1 which is integral part of this Agreement and has same legal force and effects.
5.3. The Licensor declares that technical documents and other materials to be handed over to The Licensee shall be complete and prepared qualitatively in conformity with the State Standards and with other technical norms* and requirements in force (the Parties may as well specify other requirements for documentation and for other information).
5.4. The Licensee undertakes to manufacture “The Licensed Product” in full conformity with the received technical documentation and instructions of The Licensor mo far as inventions are concerned.
5.5. The Party which fails to fulfill the above terms and conditions shall be obligated to compensate to the other Party the losses it has sustained because of this non-fulfillment of the obligations.
5.6. For violation of dates of transfer of technical documentation and other needful information under clause 2 of the present Agreement The Licensor shall pay to The Licensee a fine to the amount, however, not higher than 50% of lump-sum payment according to the judgment of Arbitration of the defendant.
5.7. The amount of compensation of damages and penalties due under the present Agreement, which one of the Party may claim for violation of provisions of the present Agreement shall not exceed the aggregate amount received or paid under Clause 7 of the Agreement, if the Parties did not agree otherwise.
