EXCLSUVE LICENSE AGREEMENT (NON TRANSFERABLE RIGHTS) FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Key Takeaways:
- Use of invention for Government purpose
- Reference of disputes to High court
- Supreme court's order and Central Government's response
The document summarizes the process of registration and grant of patents in India. It discusses key aspects like application for a patent, provisional and complete specifications, publication of applications, examination of applications, opposition to patents, and grant of a patent. It also provides statistics on patents filed, examined, granted and disposed in India from 2014-15 to 2019-20. Finally, it discusses an important case law on determining the timeline for pre-grant opposition.
This document is a fundraising agreement between a fundraiser and an organization. It outlines the services to be provided by the fundraiser, which include representing the organization in soliciting donations, designing promotional materials and events, and securing necessary permits. It also specifies the compensation and payment terms, as well as the rights and responsibilities of both parties. The agreement is effective for a set period of time, but can be cancelled or amended with proper notice and consent from both parties. It aims to clearly define the relationship and obligations of the fundraiser and organization for their fundraising collaboration.
The document provides guidelines for procurement of goods, works and services for projects financed by the Asian Development Bank (ADB). It outlines key principles such as open competition, economy and efficiency in procurement, transparency, and eligibility of bidders from ADB member countries. The guidelines apply to all contracts financed by ADB and describe the procedures for international competitive bidding as well as other acceptable procurement methods. Advance contracting is permitted but borrowers undertake related risks until finalizing the financing agreement with ADB.
This document is a physical incubation services agreement between an innovation hub, a technology business incubator, and a startup company. Key points:
- The innovation hub and incubator will provide the startup with physical workspace and business incubation services for 6 months to help develop their business idea.
- In exchange, the startup will pay consideration as outlined in the agreement.
- The agreement details the services to be provided, premises and workspace to be allocated, obligations of both parties, definitions of key terms, and governance structure including a monitoring committee.
This document outlines an agreement between Learning Resource Network (LRN) and a representative individual or organization to promote LRN qualifications in specified countries. Key points:
- The initial term is 1 year, renewable for up to 5 years if both parties agree in writing at least 3 months before the initial term ends.
- LRN will provide documentation, promotional materials, marketing assistance and guidance to the representative. Additional marketing costs may be covered by LRN with an agreed plan.
- The representative will exclusively promote LRN in the specified countries, maintain action plans, develop business opportunities, and submit monthly reports among other obligations.
- The agreement covers examination centers, financial arrangements including commissions, targets for student registr
Key Takeaways:
- Use of invention for Government purpose
- Reference of disputes to High court
- Supreme court's order and Central Government's response
The document summarizes the process of registration and grant of patents in India. It discusses key aspects like application for a patent, provisional and complete specifications, publication of applications, examination of applications, opposition to patents, and grant of a patent. It also provides statistics on patents filed, examined, granted and disposed in India from 2014-15 to 2019-20. Finally, it discusses an important case law on determining the timeline for pre-grant opposition.
This document is a fundraising agreement between a fundraiser and an organization. It outlines the services to be provided by the fundraiser, which include representing the organization in soliciting donations, designing promotional materials and events, and securing necessary permits. It also specifies the compensation and payment terms, as well as the rights and responsibilities of both parties. The agreement is effective for a set period of time, but can be cancelled or amended with proper notice and consent from both parties. It aims to clearly define the relationship and obligations of the fundraiser and organization for their fundraising collaboration.
The document provides guidelines for procurement of goods, works and services for projects financed by the Asian Development Bank (ADB). It outlines key principles such as open competition, economy and efficiency in procurement, transparency, and eligibility of bidders from ADB member countries. The guidelines apply to all contracts financed by ADB and describe the procedures for international competitive bidding as well as other acceptable procurement methods. Advance contracting is permitted but borrowers undertake related risks until finalizing the financing agreement with ADB.
This document is a physical incubation services agreement between an innovation hub, a technology business incubator, and a startup company. Key points:
- The innovation hub and incubator will provide the startup with physical workspace and business incubation services for 6 months to help develop their business idea.
- In exchange, the startup will pay consideration as outlined in the agreement.
- The agreement details the services to be provided, premises and workspace to be allocated, obligations of both parties, definitions of key terms, and governance structure including a monitoring committee.
This document outlines an agreement between Learning Resource Network (LRN) and a representative individual or organization to promote LRN qualifications in specified countries. Key points:
- The initial term is 1 year, renewable for up to 5 years if both parties agree in writing at least 3 months before the initial term ends.
- LRN will provide documentation, promotional materials, marketing assistance and guidance to the representative. Additional marketing costs may be covered by LRN with an agreed plan.
- The representative will exclusively promote LRN in the specified countries, maintain action plans, develop business opportunities, and submit monthly reports among other obligations.
- The agreement covers examination centers, financial arrangements including commissions, targets for student registr
This document contains rules related to the acceptance of deposits by companies in India as per the Companies Act, 2013. Some key points:
- It defines various terms related to deposits such as eligible company, deposit, depositor etc. and specifies the types of amounts that are not considered deposits.
- It sets rules for companies regarding the terms and conditions of accepting deposits such as minimum and maximum maturity periods, limits on amounts that can be accepted from members vs others.
- It specifies the form and particulars of advertisements or circulars that must be issued when inviting deposits, including issuing to all members, publishing, uploading online, getting registered with the registrar etc.
- It provides details on joint deposits
This document contains solutions to two questions from a revisionary test paper on direct taxation.
Question 1 solution provides explanations of cases where income is taxable in the previous year instead of the assessment year. It then computes the total income of Mr. Anand and Mr. Vijay based on incomes received in India and abroad, applying tax rates for residents and non-residents.
Question 2 solution lists the conditions for charitable trusts to claim exemption under sections 11 and 12 of the Income Tax Act. It then calculates the taxable salary of Mr. Avay Chawhan upon retirement, by determining the taxable portions of gratuity, leave encashment, transferred car and other retirement benefits based on tax rules.
This document is a request for proposals from agencies to assist the ICC in conceptualizing and partially delivering a trophy tour for the 2019 Cricket World Cup. The objectives are to appoint an agency that can help organize a bigger, more digitally engaging trophy tour. Agencies are invited to submit proposals outlining their experience, resources, and plans to meet the objectives. The selection process will evaluate proposals based on technical, financial, and organizational criteria to select a successful agency.
This notification outlines rules related to One Person Companies under the Companies Act, 2013. Some key points:
- Only natural persons who are Indian citizens and residents can incorporate or be a nominee for a One Person Company.
- Nominees must be nominated to take over the company in the event of the subscriber's death or incapacity.
- Private companies can convert to One Person Companies if they meet certain paid-up capital and turnover thresholds.
- One Person Companies must convert to private or public companies if their paid-up capital or turnover exceeds certain thresholds.
- Names for companies cannot be too similar to existing companies and must not be offensive or resemble trademarks without consent.
The document discusses various types of income that are exempted from income tax in India under sections 10, 10AA, 11, 12, 12A, 13 and 13A of the Income Tax Act. It provides details on 15 specific types of exempted income, including agricultural income, family pension received by HUF members, partner's share of firm's profit, interest received by non-residents, leave travel concession, foreign government employee's salary, death-cum-retirement gratuity, pension received by government employees, leave salary, and amounts received from provident funds. The document is intended to explain the concept of exempted income under the Income Tax Act for tax payers and students.
The court document discusses 5 identical petitions challenging an order by the Government of India requiring employers to pay monthly wages to workers during the Covid-19 pandemic. While the petitioners requested exemption or reduced payment, they now offer to pay 50% of wages or minimum wages. The court notes similar cases pending before the Supreme Court and Kerala High Court. The court decides not to interfere with the order at this time but allows the petitioners to involve worker representatives and schedules a future hearing.
Agreement for CSR Implementation Partner / Agency / NGO | Sana BaqaiSana Baqai
This document contains an agreement between ABC Ltd and XYZ Foundation regarding funding from ABC for XYZ's project "Girls Empowerment through Education".
Key details include:
- ABC will provide Rs. 76 lakhs in funding for the project over 3 years.
- Payments will be made in installments based on progress reports and utilization certificates submitted by XYZ.
- XYZ will implement the project as per the agreed scope and timeline.
- Both parties will adhere to reporting, accounting and auditing requirements to ensure proper use of funds.
- Unspent funds must be refunded by XYZ upon completion of the project.
The agreement outlines the roles and responsibilities of both parties to ensure effective implementation
This document is a contribution and royalty agreement between Michael Melichar and Alternative Solutions Media LLC. Key points:
- Melichar will contribute content and services known as "Contributed Assets" to help complete a video series called "Starter Kit to Recovery".
- In exchange, Melichar will receive royalty payments of $2 per unit sold from the video series sales during a 36 month royalty period.
- Melichar transfers ownership of the Contributed Assets to the corporation. He must provide all tangible materials and cannot create any competing products.
- The agreement also outlines nondisclosure terms, requiring confidentiality of information for 5 years. It allows for injunctive relief and
This document is a software license and support agreement between Embarcadero Technologies, Inc. and the licensee for InterBase XE3 software. It grants the licensee a non-exclusive, non-transferable license to use the software. It outlines the scope of the license, license types, support services provided, limitations of liability, intellectual property ownership, and other standard legal terms for a commercial software license.
Administrative and technology services outsourcingaliwaqas144
This document is an agreement between Envision Corporation and a client for the outsourcing of administrative services and technology development. Envision will provide services such as financial management, IT services including web hosting, customer support, and development support. Envision will host the client's website and allow Envision to use the site for product resale. The client will pay for services based on the ratio of Envision employees working on the account to total employees, plus overhead costs. Envision will also be compensated separately for additional development work.
This document provides a template for a nonexclusive patent license agreement. It outlines the key terms of the agreement, including definitions of terms like "Licensed Patents" and "Territory", granting of the license, payments including royalties and past sales, accounting and auditing requirements, acknowledgement of patent validity, and a nonaggression clause. The template can be customized for either a running royalty agreement or a paid-up license by modifying the payment terms.
Consultation paper for guidelines for public issue of units of Real Estate In...GAURAV KR SHARMA
The document provides draft guidelines for public issues of units of Real Estate Investment Trusts (REITs) in India. Some key points:
- It seeks public comments on the draft guidelines by January 15, 2016.
- The guidelines specify the process for appointment of merchant bankers, filing of offer documents with SEBI, allocation of units (including up to 60% for anchor investors), application process, security deposit requirements, and opening/subscription periods for public issues of REIT units.
- REITs and their managers must comply with these guidelines for public issues to ensure transparency and investor protection.
MANUFACTURING AND DISTRIBUTION AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document is a distributor agreement between [Company Name] and [Distributor Name]. It appoints [Distributor Name] as the exclusive distributor of [Company Name's] equipment in a specified geographic area. The agreement outlines the terms of the distribution including pricing, ordering, shipping, payments, proprietary rights, warranties, and the duration of the agreement.
This document is a copyright notice and agreement for professional services between Envision Corporation and a client. It states that Envision holds the copyright to the document and it is illegal to distribute, publish or disclose the document without permission. It then outlines an agreement where Envision will provide professional services to the client, and terms regarding payment, expenses, changes to services, standards of quality, and limitations of liability.
Writing Sample Drafted Term Sheet for Transactional Law Meets CompetitionAnthony Maddaluno
The document outlines the principal terms of a proposed triangular merger between DeSalt Industries, Inc., a wholly owned subsidiary of Arrowhead Enterprises, Inc., and SeaCatcher Technologies LLC. Key terms include SeaCatcher forming a new subsidiary (SeaCatcher Merger Sub) that will merge with and into DeSalt, with DeSalt surviving as a new entity (NewCo) owned 33% by Arrowhead and 66% by SeaCatcher. The closing date is set for no later than March 11, 2016. Protections for Arrowhead as the minority shareholder are also outlined.
This agreement is between a company and a strategic partner for e-commerce marketing and arrangements. It allows the strategic partner to have its products promoted on the company's website. The company can promote the products through links, framing partner pages, or co-branded pages. The partner provides customer service and the agreement has a 1-year initial term that automatically renews. The partner pays commissions to the company on sales to the company's customers. The agreement protects the parties' intellectual property and confidential information.
Guidelines for Modified Scheme for setting up of Compound Semiconductors and ...ssuser668a58
The document provides guidelines for the Modified scheme for setting up Compound Semiconductors / Silicon Photonics / Sensors Fab/ Discrete Semiconductors Fab and Semiconductor Assembly, Testing, Marking and Packaging (ATMP)/ Outsourced Semiconductor Assembly and Test (OSAT) facilities in India. It outlines eligibility requirements including minimum capital expenditure thresholds, defines key terms, and describes the application process and parameters for fiscal support of 50% of eligible capital expenditures that will be provided on a pari-passu basis to approved projects.
This agreement is between an incubator (Service Provider) and a startup founder (Promoter). It outlines additional terms regarding compensation the founder owes the incubator. Specifically:
1) If the incubator refers the founder for a job and they accept, the founder pays 10% of their annual salary to the incubator.
2) If the startup is acquired or its assets/IP are sold, the founder pays the incubator 20% of any acquisition consideration received by the founder.
3) The agreement is valid for 5 years from the effective date to compensate the incubator for the benefits the founder and startup received from the incubator's services and facilities.
Distributorship Agreement Sample, Purchase this doc, visit sdkpermit.comGLC
This document is a distributorship agreement between PT.____________, an Indonesian company, and ______________ Limited, a Hong Kong company. Some key points:
- PT.____________ is appointed as the exclusive distributor of ABC buses in Indonesia.
- The distributor agrees to minimum sales amounts each year and to not sell competing products within Indonesia.
- The supplier will deliver products FOB and the distributor is responsible for import taxes and insurance.
- Claims for discrepancies must be made within 60-90 days. Warranties and after-sales service will be detailed in a separate agreement.
- The distributor can appoint dealers within Indonesia but any agreements must be provided to
PART IDirections Please review the License Agreement below .docxodiliagilby
PART I
Directions
: Please review the License Agreement below and answer the questions.
Please apply APA format in text citing, reference list, and double-space.
Limit your word count to 2,000 words.
Please visit the Academic Resource Center for help with APA format.
If applicable, include arguments from each side.
If a criminal case exists, you would present arguments from the prosecutor and the defense attorney.
If it is a civil case, then you would argue as a plaintiff and defense lawyer.
Be sure that your answers respond to the questions.
Do not restate the problem in your answer. Mention the facts where relevant to your analysis. If you are asked for a recommendation, be sure to include one, but do not fail to consider counterarguments.
If your answer depends upon essential information not set forth in the question, state what that information is and how it affects your answer.
If facts are missing in your argument, please state what facts would be pertinent to each party’s case; also list any facts or information that could potentially damage a party’s case.
Read the questions carefully and attempt to answer each directly.
Clear, well-organized, and concise writing will be rewarded.
If there are ambiguities in the questions, discuss the ambiguity and how it impacts your answer.
You may consult your text, lecture notes, or outlines that you have personally prepared.
License Agreement:
License Agreement
This License Agreement is entered into between ABC, LLC, a California limited liability company (“Company”), and XYZ, Inc. a Nevada corporation (“
Customer
”) (collectively, the “Parties,” or individually, a “Party”).
This License Agreement is effective as of the date of last signature (“Effective Date”).
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions
Unless the context of a provision herein otherwise requires, words importing the singular shall include the plural and vice-versa.
The words “include,” “includes” or “including” shall mean include without limitation, includes without limitation or including without limitation.
As used in this Agreement (as defined below), the following terms have particular meanings as defined below.
“Agreement”
means this License Agreement, together with all related exhibits, orders and amendments.
“Confidential Information”
means (i) information disclosed by a Party relating to the Services (as defined below), product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries, policies, guidelin.
The Production Linked Incentive (PLI) Scheme provides incentives between 4-6% for a period of 5 years to encourage large scale electronics manufacturing in India. Eligible segments include mobile phones and electronic components. Companies must meet incremental investment and sales thresholds over the base year to qualify. The Empowered Committee will approve eligible applications as recommended by the Project Management Agency, who will determine baselines, examine claims, and disburse incentives upon EC approval. The scheme aims to enhance domestic manufacturing and create jobs in the electronics sector.
This document contains rules related to the acceptance of deposits by companies in India as per the Companies Act, 2013. Some key points:
- It defines various terms related to deposits such as eligible company, deposit, depositor etc. and specifies the types of amounts that are not considered deposits.
- It sets rules for companies regarding the terms and conditions of accepting deposits such as minimum and maximum maturity periods, limits on amounts that can be accepted from members vs others.
- It specifies the form and particulars of advertisements or circulars that must be issued when inviting deposits, including issuing to all members, publishing, uploading online, getting registered with the registrar etc.
- It provides details on joint deposits
This document contains solutions to two questions from a revisionary test paper on direct taxation.
Question 1 solution provides explanations of cases where income is taxable in the previous year instead of the assessment year. It then computes the total income of Mr. Anand and Mr. Vijay based on incomes received in India and abroad, applying tax rates for residents and non-residents.
Question 2 solution lists the conditions for charitable trusts to claim exemption under sections 11 and 12 of the Income Tax Act. It then calculates the taxable salary of Mr. Avay Chawhan upon retirement, by determining the taxable portions of gratuity, leave encashment, transferred car and other retirement benefits based on tax rules.
This document is a request for proposals from agencies to assist the ICC in conceptualizing and partially delivering a trophy tour for the 2019 Cricket World Cup. The objectives are to appoint an agency that can help organize a bigger, more digitally engaging trophy tour. Agencies are invited to submit proposals outlining their experience, resources, and plans to meet the objectives. The selection process will evaluate proposals based on technical, financial, and organizational criteria to select a successful agency.
This notification outlines rules related to One Person Companies under the Companies Act, 2013. Some key points:
- Only natural persons who are Indian citizens and residents can incorporate or be a nominee for a One Person Company.
- Nominees must be nominated to take over the company in the event of the subscriber's death or incapacity.
- Private companies can convert to One Person Companies if they meet certain paid-up capital and turnover thresholds.
- One Person Companies must convert to private or public companies if their paid-up capital or turnover exceeds certain thresholds.
- Names for companies cannot be too similar to existing companies and must not be offensive or resemble trademarks without consent.
The document discusses various types of income that are exempted from income tax in India under sections 10, 10AA, 11, 12, 12A, 13 and 13A of the Income Tax Act. It provides details on 15 specific types of exempted income, including agricultural income, family pension received by HUF members, partner's share of firm's profit, interest received by non-residents, leave travel concession, foreign government employee's salary, death-cum-retirement gratuity, pension received by government employees, leave salary, and amounts received from provident funds. The document is intended to explain the concept of exempted income under the Income Tax Act for tax payers and students.
The court document discusses 5 identical petitions challenging an order by the Government of India requiring employers to pay monthly wages to workers during the Covid-19 pandemic. While the petitioners requested exemption or reduced payment, they now offer to pay 50% of wages or minimum wages. The court notes similar cases pending before the Supreme Court and Kerala High Court. The court decides not to interfere with the order at this time but allows the petitioners to involve worker representatives and schedules a future hearing.
Agreement for CSR Implementation Partner / Agency / NGO | Sana BaqaiSana Baqai
This document contains an agreement between ABC Ltd and XYZ Foundation regarding funding from ABC for XYZ's project "Girls Empowerment through Education".
Key details include:
- ABC will provide Rs. 76 lakhs in funding for the project over 3 years.
- Payments will be made in installments based on progress reports and utilization certificates submitted by XYZ.
- XYZ will implement the project as per the agreed scope and timeline.
- Both parties will adhere to reporting, accounting and auditing requirements to ensure proper use of funds.
- Unspent funds must be refunded by XYZ upon completion of the project.
The agreement outlines the roles and responsibilities of both parties to ensure effective implementation
This document is a contribution and royalty agreement between Michael Melichar and Alternative Solutions Media LLC. Key points:
- Melichar will contribute content and services known as "Contributed Assets" to help complete a video series called "Starter Kit to Recovery".
- In exchange, Melichar will receive royalty payments of $2 per unit sold from the video series sales during a 36 month royalty period.
- Melichar transfers ownership of the Contributed Assets to the corporation. He must provide all tangible materials and cannot create any competing products.
- The agreement also outlines nondisclosure terms, requiring confidentiality of information for 5 years. It allows for injunctive relief and
This document is a software license and support agreement between Embarcadero Technologies, Inc. and the licensee for InterBase XE3 software. It grants the licensee a non-exclusive, non-transferable license to use the software. It outlines the scope of the license, license types, support services provided, limitations of liability, intellectual property ownership, and other standard legal terms for a commercial software license.
Administrative and technology services outsourcingaliwaqas144
This document is an agreement between Envision Corporation and a client for the outsourcing of administrative services and technology development. Envision will provide services such as financial management, IT services including web hosting, customer support, and development support. Envision will host the client's website and allow Envision to use the site for product resale. The client will pay for services based on the ratio of Envision employees working on the account to total employees, plus overhead costs. Envision will also be compensated separately for additional development work.
This document provides a template for a nonexclusive patent license agreement. It outlines the key terms of the agreement, including definitions of terms like "Licensed Patents" and "Territory", granting of the license, payments including royalties and past sales, accounting and auditing requirements, acknowledgement of patent validity, and a nonaggression clause. The template can be customized for either a running royalty agreement or a paid-up license by modifying the payment terms.
Consultation paper for guidelines for public issue of units of Real Estate In...GAURAV KR SHARMA
The document provides draft guidelines for public issues of units of Real Estate Investment Trusts (REITs) in India. Some key points:
- It seeks public comments on the draft guidelines by January 15, 2016.
- The guidelines specify the process for appointment of merchant bankers, filing of offer documents with SEBI, allocation of units (including up to 60% for anchor investors), application process, security deposit requirements, and opening/subscription periods for public issues of REIT units.
- REITs and their managers must comply with these guidelines for public issues to ensure transparency and investor protection.
MANUFACTURING AND DISTRIBUTION AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document is a distributor agreement between [Company Name] and [Distributor Name]. It appoints [Distributor Name] as the exclusive distributor of [Company Name's] equipment in a specified geographic area. The agreement outlines the terms of the distribution including pricing, ordering, shipping, payments, proprietary rights, warranties, and the duration of the agreement.
This document is a copyright notice and agreement for professional services between Envision Corporation and a client. It states that Envision holds the copyright to the document and it is illegal to distribute, publish or disclose the document without permission. It then outlines an agreement where Envision will provide professional services to the client, and terms regarding payment, expenses, changes to services, standards of quality, and limitations of liability.
Writing Sample Drafted Term Sheet for Transactional Law Meets CompetitionAnthony Maddaluno
The document outlines the principal terms of a proposed triangular merger between DeSalt Industries, Inc., a wholly owned subsidiary of Arrowhead Enterprises, Inc., and SeaCatcher Technologies LLC. Key terms include SeaCatcher forming a new subsidiary (SeaCatcher Merger Sub) that will merge with and into DeSalt, with DeSalt surviving as a new entity (NewCo) owned 33% by Arrowhead and 66% by SeaCatcher. The closing date is set for no later than March 11, 2016. Protections for Arrowhead as the minority shareholder are also outlined.
This agreement is between a company and a strategic partner for e-commerce marketing and arrangements. It allows the strategic partner to have its products promoted on the company's website. The company can promote the products through links, framing partner pages, or co-branded pages. The partner provides customer service and the agreement has a 1-year initial term that automatically renews. The partner pays commissions to the company on sales to the company's customers. The agreement protects the parties' intellectual property and confidential information.
Guidelines for Modified Scheme for setting up of Compound Semiconductors and ...ssuser668a58
The document provides guidelines for the Modified scheme for setting up Compound Semiconductors / Silicon Photonics / Sensors Fab/ Discrete Semiconductors Fab and Semiconductor Assembly, Testing, Marking and Packaging (ATMP)/ Outsourced Semiconductor Assembly and Test (OSAT) facilities in India. It outlines eligibility requirements including minimum capital expenditure thresholds, defines key terms, and describes the application process and parameters for fiscal support of 50% of eligible capital expenditures that will be provided on a pari-passu basis to approved projects.
This agreement is between an incubator (Service Provider) and a startup founder (Promoter). It outlines additional terms regarding compensation the founder owes the incubator. Specifically:
1) If the incubator refers the founder for a job and they accept, the founder pays 10% of their annual salary to the incubator.
2) If the startup is acquired or its assets/IP are sold, the founder pays the incubator 20% of any acquisition consideration received by the founder.
3) The agreement is valid for 5 years from the effective date to compensate the incubator for the benefits the founder and startup received from the incubator's services and facilities.
Distributorship Agreement Sample, Purchase this doc, visit sdkpermit.comGLC
This document is a distributorship agreement between PT.____________, an Indonesian company, and ______________ Limited, a Hong Kong company. Some key points:
- PT.____________ is appointed as the exclusive distributor of ABC buses in Indonesia.
- The distributor agrees to minimum sales amounts each year and to not sell competing products within Indonesia.
- The supplier will deliver products FOB and the distributor is responsible for import taxes and insurance.
- Claims for discrepancies must be made within 60-90 days. Warranties and after-sales service will be detailed in a separate agreement.
- The distributor can appoint dealers within Indonesia but any agreements must be provided to
PART IDirections Please review the License Agreement below .docxodiliagilby
PART I
Directions
: Please review the License Agreement below and answer the questions.
Please apply APA format in text citing, reference list, and double-space.
Limit your word count to 2,000 words.
Please visit the Academic Resource Center for help with APA format.
If applicable, include arguments from each side.
If a criminal case exists, you would present arguments from the prosecutor and the defense attorney.
If it is a civil case, then you would argue as a plaintiff and defense lawyer.
Be sure that your answers respond to the questions.
Do not restate the problem in your answer. Mention the facts where relevant to your analysis. If you are asked for a recommendation, be sure to include one, but do not fail to consider counterarguments.
If your answer depends upon essential information not set forth in the question, state what that information is and how it affects your answer.
If facts are missing in your argument, please state what facts would be pertinent to each party’s case; also list any facts or information that could potentially damage a party’s case.
Read the questions carefully and attempt to answer each directly.
Clear, well-organized, and concise writing will be rewarded.
If there are ambiguities in the questions, discuss the ambiguity and how it impacts your answer.
You may consult your text, lecture notes, or outlines that you have personally prepared.
License Agreement:
License Agreement
This License Agreement is entered into between ABC, LLC, a California limited liability company (“Company”), and XYZ, Inc. a Nevada corporation (“
Customer
”) (collectively, the “Parties,” or individually, a “Party”).
This License Agreement is effective as of the date of last signature (“Effective Date”).
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions
Unless the context of a provision herein otherwise requires, words importing the singular shall include the plural and vice-versa.
The words “include,” “includes” or “including” shall mean include without limitation, includes without limitation or including without limitation.
As used in this Agreement (as defined below), the following terms have particular meanings as defined below.
“Agreement”
means this License Agreement, together with all related exhibits, orders and amendments.
“Confidential Information”
means (i) information disclosed by a Party relating to the Services (as defined below), product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries, policies, guidelin.
The Production Linked Incentive (PLI) Scheme provides incentives between 4-6% for a period of 5 years to encourage large scale electronics manufacturing in India. Eligible segments include mobile phones and electronic components. Companies must meet incremental investment and sales thresholds over the base year to qualify. The Empowered Committee will approve eligible applications as recommended by the Project Management Agency, who will determine baselines, examine claims, and disburse incentives upon EC approval. The scheme aims to enhance domestic manufacturing and create jobs in the electronics sector.
This document outlines the terms of a Musharaka agreement between a client company and a financial institution. Key points include:
1) The financial institution agrees to provide financing of up to a specified amount to the client on a profit and loss sharing basis according to the terms of the agreement.
2) The agreement is valid for a specified number of years from the date of first disbursement.
3) The client and institution agree to share profits and losses proportionately based on their respective investments in the Musharaka capital.
The document provides a weekly progress report from Amity University in Uttar Pradesh, India for the week of June 19th-23rd, 2017. It details the research and legal work the intern completed each day of the week under the guidance of their internship supervisor. On various days, the intern researched topics like consumer protection acts, medical device regulations, procedures for obtaining marketing licenses for foreign medical devices in India, and a landmark Supreme Court case on securities regulation. The report provides high-level overviews and summaries of the key findings and parameters of the intern's research on these topics.
This document is a reseller agreement between TASQ Technology and another entity to appoint the entity as a nonexclusive reseller of VeriFone's electronic payment processing products. It outlines the terms of the reseller relationship such as product pricing, support services, payment terms, intellectual property ownership, restrictions on the reseller, confidentiality obligations, and limitations of liability. The reseller is granted licenses to use VeriFone's trademarks and intellectual property as needed to resell the products.
WAREHOUSE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
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This document outlines the terms of a Mudaraba financing agreement between a client and institution. Key points:
1) The client will act as Mudarib (manager) and the institution as Rab Al-Maal (financier) for a project.
2) The institution will supply funds for the project which will be deposited in a designated account and only used for project expenses.
3) Profits will be split between the client and institution according to specified percentages, while losses will be solely borne by the institution except in cases of client misconduct or negligence.
4) The client is responsible for managing the project according to the agreement terms and supplying required financial reports.
Similar to EXCLUSIVE LICENSE AGREEMENT (NON TRANSFERABLE RIGHTS) (20)
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CA NOTES ON THEORY OF PRODUCTION AND COST IN BUSINESS ECONOMICS
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KANOON KE RAKHWALE INDIA
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1) The document provides information on the theory of production and cost, including definitions and concepts related to production, factors of production, and capital formation.
2) It defines production as the transformation of inputs or resources into finished goods and services, and outlines the different types of utility created through production.
3) The main factors of production are identified as land, labor, capital, and entrepreneurship, and their key features are described.
4) Capital formation is defined as the increased production of capital goods like machinery and infrastructure that are used for further production.
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KANOON KE RAKHWALE INDIA
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LAW FIRMS IN DELHI
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This document discusses the theory of demand and supply, specifically the law of demand and elasticity of demand. It defines demand as the quantity of a good consumers are willing and able to purchase at various prices. The law of demand states that, all else equal, quantity demanded varies inversely with price - as price increases, quantity demanded decreases, and vice versa. This is shown through individual and market demand schedules and curves. The document discusses factors influencing demand and provides rationales for the downward sloping demand curve. It also notes some exceptions to the law of demand and defines expansion and contraction of demand.
CA NOTES ON THE SALES OF GOODS ACT 1930
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LAW FIRMS IN DELHI
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CA NOTES ON THE LIMITED LIABILITY PARTNERSHIP ACT 2008
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This document provides information about CA coaching classes and study materials offered by AVJ Institute in Delhi, India. It includes contact details for the institute, names and subjects of various CA course instructors like CA Sanchit Grover and CA Sahil Grover, along with fees and contents of pen drive classes and online video lectures/notes on YouTube and Telegram. The last pages contain teaching materials on Chapter 4 (The Companies Act, 2013) of the CA Foundation syllabus, covering topics like nature, definition, characteristics and features of a company, as well as the concept of separate legal entity.
CA NOTES ON RISK, RETURN AND PORTFOLIO PRACTICALS OF STRATEGIC FINANCIAL MODE...Kanoon Ke Rakhwale India
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Business economics helps managers make decisions by applying economic principles and analysis tools. It draws from microeconomics, using concepts like demand analysis, production and cost analysis, and inventory management to address operational issues. It also considers macroeconomic factors and how they influence the business environment. Business economics aims to provide practical recommendations, making it a normative rather than purely positive discipline. It has a wide scope, covering issues from choosing a business and products to setting prices, managing costs and investments, and forecasting demand.
Business Economics concerns the application of economic theory and tools to business decision making. It helps managers address issues like choosing optimal production levels and input mixes, determining appropriate pricing strategies given market conditions, managing inventories, assessing risks and uncertainties, and allocating scarce resources. While based largely in microeconomics, Business Economics also incorporates some macroeconomic analysis to help understand the broader economic environment. Its scope encompasses using economic theories and analysis to address both internal operational issues for businesses, as well as external environmental factors that impact firms.
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1. EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (hereinafter called "Agreement"), to be effective as of the
[date] day of [month], 2020 (hereinafter called "Agreement Date"), is by and between [Name
of Institution] (the "College"), a [state in which incorporated] non-profit corporation, having
its principal place of business at [Address], and [Name of Licensee], a corporation organized
under the laws of [state in which incorporated] and having a principal place of business at
[Address], and its Affiliates (hereinafter, collectively referred to as "LICENSEE.")
WITNESSETH:
WHEREAS, the College is the owner of the Subject Technology as defined below; and
WHEREAS, the College is willing to grant a royalty bearing, worldwide, exclusive license to the
Subject Technology to LICENSEE on the terms set forth herein; and WHEREAS, LICENSEE
desires to obtain said exclusive license under the Subject Technology.
NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto expressly agree as follows:
1. DEFINITIONS AS USED HEREIN
1.1 The term "Subject Technology" shall mean all technology, cell lines, biological materials,
compounds, know-how, methods, documents, materials, tests, all improvements thereto, and
all confidential information related to [name of invention] which was developed as of the
Agreement Date by [name of Principal Investigator], an employee of the College and a faculty
member in the Department of [name of the department] at the College. The term "Subject
Technology" shall also include Indian Patent Application Serial No. [____], entitled [Title of
pending application], filed [date], together with all applications for patent or like protection
on said invention and all patents or like protection that may in the future be granted on said
invention whether in India or any other country and all substitutions for and divisions,
continuations, continuations in part, renewals, reissues, extensions and the like on said
applications and patents.
1.2 The term "Licensed Product(s)" shall mean all products that incorporate, utilize or are
made with the use of the Subject Technology.
1.3 The term "Field" shall mean _________________________
1.4 The term "Net Sales" shall mean the gross amount of monies or cash equivalent of other
consideration which is paid by unrelated third parties to LICENSEE for the Licensed Products
by sale or other mode of transfer, less all trade, quantity and cash discounts actually allowed,
credits, and allowances actually granted on account of rejections, returns or billing errors,
duties, transportation and insurance, taxes and other governmental charges actually paid. The
term "Net Sales" in the case of non-cash sales, shall mean all equivalent or other consideration
received by LICENSEE for the Licensed Products.
2. 1.5 The term "Affiliates" shall mean any corporation, partnership, joint venture or other entity
of which the common stock or other equity ownership thereof is twenty five percent (25%)
or more owned by LICENSEE.
1.6 The term "the Parties" shall mean LICENSEE and the College.
NOTE: if license will include sublicense rights, include the following term.
1.7 The term "SUBLICENSING REVENUE" shall mean all cash, sublicensing fees, royalties and
all other payments and the cash equivalent thereof paid to LICENSEE by sublicensees of
LICENSEE of its rights hereunder, other than research and development money paid to
LICENSEE to conduct research in the FIELD
2. GRANT OF LICENSE
2.1 The College hereby grants to LICENSEE an exclusive, worldwide, right and license under
the Subject Technology to make, use, market, sell and offer for sale Licensed Products in the
Field.
NOTE: if exclusive license, use these terms as guidelines:
2.2 The grant in Section 2.1 shall be further subject to, restricted by and non-exclusive with
respect to:
(i) the use of the Subject Technology by the College for non-commercial research, patient
care, teaching and other educationally related purposes;
(ii) the use of the Subject Technology by the inventors thereof for non-commercial research
purposes at academic or research institutions; and
(iii) any non exclusive license of the Subject Technology that the College is required by law or
regulation to grant to India or to a foreign state pursuant to an existing or future treaty with
India.
NOTE: if non-exclusive license, use these terms as guidelines:
2.2 The College shall at all times retain the right to:
(i) use the Subject Technology for its non-commercial research, patient care, teaching and
other educationally related purposes;
(ii) allow the inventors to use the Subject Technology for non-commercial research purposes
at academic institutions;
(iii) grant any non-exclusive license to the Subject Technology that the College is required by
law or regulation to grant to India or to a foreign state pursuant to an existing or future treaty
with India; and
(iv) grant non-exclusive licenses and other rights to the Subject Technology to third parties,
whether such be commercial entities, academic institutions or other persons.
3. MARKETING EFFORTS
3. LICENSEE shall use reasonable efforts, as defined herein, to effect assiduously the introduction
of Licensed Products into the commercial market as soon as practicable. Such efforts shall
include, but not be limited to:
(i) sufficient funding at the College to continue Dr. ______'s research efforts at a rate
mutually agreed to by LICENSEE, the College and Dr. _______,
(ii) submitting an IND to the FDA within three years of the Agreement Date,
(iii) launching a prophylactic or therapeutic product in a North American or European
market within [ ] years of the Agreement Date,
(iv) publishing and distributing a product circular for the Subject Technology;
(v) advertising in at least one of the key journals (i.e., Science, Nature, Cell,
Biotechniques) at least _______ times during the first year of the introduction of
Licensed Products and twice annually for _____years thereafter; and
(vi) marketing the Licensed Products with the same diligence as LICENSEE employs for
comparable products marketed by LICENSEE.
4. PAYMENTS AND REPORTS
4.1 As partial consideration for the rights conveyed by the College under this Agreement,
LICENSEE shall pay the College a license fee of ___________ ($XX,XXX) upon execution of
this Agreement.
4.2 In addition to the foregoing license execution fee, LICENSEE shall pay the College a
running royalty of ____ percent (X%) of Net Sales. Such running royalties shall be payable as
provided in Paragraph 4.5.
4.3 In the event that the running royalties paid on Net Sales in any calendar year do not
reach the minimum amount set out below for such year, LICENSEE shall pay an additional
amount with the payment due for the period ending December 31 of such year, so that the
total amount paid for such year shall reach such minimum amount:
Year One Rs.
Year Two Rs.
Year Three Rs.
Year Four Rs.
Year Five and after Rs.
4.4 LICENSEE shall also pay the College the following milestone payments: (a) __________
thousand rupees (Rs.XX,000) upon the submission of an IND to the FDA; (b)
_________________ thousand rupees (Rs.XX,000) upon the submission of and NDA to the
FDA and (c) ________________ thousand rupees (Rs.X00,000) upon product approval and
launch in a North American or European market.
4.5 In addition to the foregoing fees and running royalties, LICENSEE agrees to pay to the
College as royalties hereunder, xx percent (XX%) of all SUBLICENSING REVENUE.
4.6 Payment of the royalties specified in Paragraph 4.2 and Paragraph 4.3 shall be made by
LICENSEE to the College within thirty (30) days after March 31, June 30, September 30 and
December 31 of each year during the term of this Agreement covering the quantity of Licensed
Products sold by LICENSEE during the preceding calendar quarter. After termination or
4. expiration of this Agreement, a final payment shall be made by LICENSEE covering the whole
or partial calendar quarter. Each quarterly payment shall be accompanied by a written
statement of Net Sales of Licensed Products by LICENSEE during such calendar quarter. Such
written statements shall be duly signed by an authorized signatory of LICENSEE on behalf of
LICENSEE and shall show the Net Sales of Licensed Products by LICENSEE during such
calendar quarter and the amount of royalties payable under this Agreement based thereon.
4.7 Should LICENSEE fail to make any payment whatsoever due and payable to the College
hereunder, the College may, at its sole option, terminate this Agreement as provided in
Paragraph 7.2.
4.8 All payments due hereunder are expressed in and shall be paid by check payable in India
currency, without deduction of exchange, collection or other charges, to the College, or to the
account of the College at such other bank as the College may from time to time designate by
notice to LICENSEE.
4.9 In the event that any payment due hereunder is not made when due, the payment shall
accrue interest beginning on the tenth day following the due date thereof, calculated at the
annual rate of the sum of (a) two percent (2%) plus (b) the prime interest rate quoted by The
Wall Street Journal on the date said payment is due, the interest being compounded on the
last day of each calendar quarter, provided, however, that in no event shall said annual
interest rate exceed the maximum legal interest rate for corporations. Each such royalty
payment when made shall be accompanied by all interest so accrued. Said interest and the
payment and acceptance thereof shall not negate or waive the right of the College to seek
any other remedy, legal or equitable, to which it may be entitled because of the delinquency
of any payment.
5.RECORDS AND INSPECTION
LICENSEE shall maintain or cause to be maintained a true and correct set of records pertaining
to the Net Sales of Licensed Products by LICENSEE under this Agreement. During the term of
this Agreement and for a period of two (2) years thereafter, LICENSEE agrees to permit an
accountant selected and paid by the College and reasonably acceptable to LICENSEE to have
access during ordinary business hours to such records as are maintained by LICENSEE as may
be necessary, in the opinion of such accountant, to determine the correctness of any report
and/or payment made under this Agreement. In the event that the audit reveals an
underpayment of royalty by more than five percent (5%), the cost of the audit shall be paid
by LICENSEE. If the underpayment is less than five percent (5%) but more than two percent
(2%), LICENSEE and the College shall each pay fifty percent (50%) of the cost of the
independent audit. Such accountant shall maintain in confidence, and shall not disclose to the
College, any information concerning LICENSEE or its operations or properties other than
information directly relating to the correctness of such reports and payments.
6. SUBLICENSES
All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of
this License Agreement and shall provide for the payment of royalties hereunder at least to
the levels specified for payments by LICENSEE to the College in Paragraph 4.2 hereof.
LICENSEE shall obtain prior written approval from the College, which shall not be unreasonably
withheld, prior to entering into any sublicensing agreement. LICENSEE shall be responsible
for its sublicensees and shall not grant any rights which are inconsistent with the rights
5. granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which
would be a breach of this License Agreement if performed by LICENSEE shall be deemed to
be a breach by LICENSEE of this License Agreement. Each sublicense agreement granted by
LICENSEE shall include an audit right by the College of the same scope as provided in
Paragraph 5 hereof with respect to LICENSEE. No such sublicense agreement shall contain
any provision which would cause it to extend beyond the term of this License Agreement.
LICENSEE shall give the College prompt notification of the identify and address of each
sublicensee with whom it concludes a sublicense agreement and shall supply the College with
a copy of each such sublicense agreement.
7. PATENTS AND INFRINGEMENT
7.1 After the Agreement Date, LICENSEE agrees to pay all costs, incident to the United States
and foreign applications, patents and like protection, including all costs incurred for filing,
prosecution, issuance and maintenance fees as well as any costs incurred in filling
continuations, continuations-in-part, divisionals or related applications and any re-examination
or reissue proceedings.
7.2 In the event that LICENSEE decides not to continue prosecution of a patent application to
issuance or maintain any United States or foreign patent application or patent on technology
within the Patent Rights, LICENSEE shall timely notify the College in writing in order that the
College may file United States and said foreign applications and continue said prosecution or
maintenance of such patent applications at its own expense. LICENSEE's right under this
Agreement to practice the invention under this patent shall immediately terminate upon the
College's assuming said costs. If LICENSEE fails to notify the College in sufficient time for the
College to assume the cost, LICENSEE shall be considered in default of this Agreement.
7.3 LICENSEE agrees to keep the College fully informed, at LICENSEE's expense, of
prosecutions pursuant to this Section 7 including submitting to the College copies of all official
actions and responses thereto; provided, however, the College shall be responsible for any of
its expenses including attorney's fees that the College incurs in reviewing and commenting on
the information the College received from the LICENSEE. LICENSEE shall consult the College
regarding any abandonment of the prosecution of the patents.
7.4 The College agrees to reasonably cooperate with LICENSEE to whatever extent is
reasonably necessary to procure patent protection of any rights, including fully agreeing to
execute any and all documents to provide LICENSEE the full benefit of the licenses granted
herein.
7.5 Each Party shall promptly inform the other of any suspected infringement of any claims in
the Patent Rights or misuse, misappropriation, theft or breach of confidence of other
proprietary rights in the Subject Technology by a third party, and with respect to such activities
as are suspected, LICENSEE shall have the right, but not the obligation, to institute an action
for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary
rights against such third party. If LICENSEE fails to bring such an action or proceeding within
a period of three (3) months after receiving notice or otherwise having knowledge of such
infringement, then the College shall have the right, but not the obligation, to prosecute at its
own expense any such claim. Should either the College or LICENSEE commence suit under
the provisions of this Paragraph 7.5 and thereafter elect to abandon the same, it shall give
timely notice to the other Party who may, if it so desires, continue prosecution of such action
or proceeding. All recoveries, whether by judgment, award, decree or settlement, from
6. infringement or misuse of Subject Technology shall be apportioned as follows: the Party
bringing the action or proceeding shall first recover an amount equal to two (2) times the
costs and expenses incurred by such Party directly related to the prosecution of such action
or proceeding and the remainder shall be divided equally between LICENSEE and the College.
7.6 Neither the College nor LICENSEE shall settle any action covered by Paragraph 7.5 without
first obtaining the consent of the other Party, which consent will not be unreasonably withheld.
7.7 The College shall not be liable for any losses incurred as the result of an action for
infringement brought against LICENSEE as the result of LICENSEE's exercise of any right
granted under this Agreement. The decision to defend or not defend shall be in LICENSEE's
sole discretion.
8. TERM AND TERMINATION
8.1 Unless earlier terminated as hereinafter provided, this Agreement shall extend for the life
of the last to expire patent issued on the Subject Technology and shall then expire
automatically, or if no patent issues on the Subject Technology, this Agreement shall continue
in full force and effect for a period of ten (10) years from the first commercial sale of Licensed
Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free
license to the Subject Technology.
8.2 In the event of default or failure by LICENSEE to perform any of the terms, covenants or
provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written
notice of such default by the College to correct such default. If such default is not corrected
within the said thirty (30) day period, the College shall have the right, at its option, to cancel
and terminate this Agreement. The failure of the College to exercise such right of termination
for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right the
College might have, nor shall such failure preclude the College from exercising or enforcing
said right upon any subsequent failure by LICENSEE.
8.3 The College shall have the right, at its option, to cancel and terminate this Agreement in
the event that LICENSEE shall (i) become involved in insolvency, dissolution, bankruptcy or
receivership proceedings affecting the operation of its business or (ii) make an assignment of
all or substantially all of its assets for the benefit of creditors, or in the event that (iii) a receiver
or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty (30)
days following any of the events enumerated above, have been unable to secure a dismissal,
stay or other suspension of such proceedings. In the event of termination of this Agreement
all rights to the Subject Technology shall revert to the College.
8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2 hereof for
breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the receipt by LICENSEE of
notice of such termination, LICENSEE shall immediately cease using any of the Subject
Technology and return all copies of the same to the College; provided, however, that
LICENSEE may dispose of any Licensed Products actually in the possession of LICENSEE prior
to the Agreement Date of termination, subject to LICENSEE's paying to the College running
royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with
the terms of this Agreement.
8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights
of either Party against the other Party accruing at or prior to the time of such termination.
The obligations of Sections 5 and 13 shall survive termination of this Agreement.
7. 9. ASSIGNABILITY
This Agreement shall be binding upon and shall inure to the benefit of the College and its
assigns and successors in interest, and shall be binding upon and shall inure to the benefit of
LICENSEE and the successor to all or substantially all of its assets or business to which this
Agreement relates, but shall not otherwise be assignable or assigned by LICENSEE without
prior written approval by the College being first obtained, which approval shall not be
unreasonably withheld.
10. GOVERNMENTAL COMPLIANCE
LICENSEE shall at all times during the term of this Agreement and for so long as it shall sell
Licensed Products comply and cause its sublicensees to comply with all laws that may control
the import, export, manufacture, use, sale, marketing, distribution and other commercial
exploitation of Licensed Products or any other activity undertaken pursuant to this Agreement.
11. GOVERNING LAW
This Agreement shall be deemed to be subject to, and have been made under, and shall be
construed and interpreted in accordance with the laws of the State of [ ]. This Agreement
is expressly acknowledged to be subject to all federal laws including but not limited to the
Export Administration Act of India. No conflict-of-laws rule or law that might refer such
construction and interpretation to the laws of another state, republic, or country shall be
considered.
This Agreement is performable in part in [ ] County, [ ], and the Parties mutually
agree that personal jurisdiction and venue shall be proper in the state and federal courts
situated in [ ]
County, [ ], and agree that any litigated dispute will be conducted solely in such courts.
12. ADDRESSES
Any payment, notice or other communication pursuant to this Agreement shall be sufficiently
made or given on the date of mailing if sent to such Party by first class mail, postage prepaid,
addressed to it at its address below or as it shall designate by written notice given to the other
Party:
In the case of the College with a copy to:
NAME NAME
TITLE TITLE
ADDRESS ADDRESS
In the case of LICENSEE: With a copy to:
NAME NAME
TITLE TITLE
ADDRESS ADDRESS
8. 13. ADDITIONAL PROVISIONS
13.1 Use of the Institution's Name. LICENSEE agrees that it may not use in any way the name
[the "name of Institution"] or any logotypes or symbols associated with the College or the
names of any of the scientists or other researchers at the College without the prior written
consent of the College.
13.2 Confidentiality. LICENSEE agrees to maintain the Subject Technology in confidence, and
to use the same only in accordance with this Agreement. Such obligation of confidentiality
shall not apply to information which LICENSEE can demonstrate: (i) was at the time of
disclosure in the public domain; (ii) has come into the public domain after disclosure through
no fault of LICENSEE; (iii) was known to LICENSEE prior to disclosure thereof by the College;
(iv) was lawfully disclosed to LICENSEE by a third party which was not under an obligation of
confidence to the College with respect thereto; (v) which LICENSEE can reasonably
demonstrate was independently developed by LICENSEE without use of the Subject
Technology; or (vi) which LICENSEE shall be compelled to disclose by law or legal process.
The foregoing obligation of confidentiality shall survive termination of this Agreement.
13.3 Indemnity. Each Party shall notify the other of any claim, lawsuit or other proceeding
related to the Subject Technology. Subject to the following sentence, LICENSEE agrees that
it will defend, indemnify and hold harmless the College, its faculty members, scientists,
researchers, employees, officers, trustees, directors, and agents and each of them (the
"Indemnified Parties"), from and against any and all claims, causes of action, lawsuits or other
proceedings filed or otherwise instituted against any of the Indemnified Parties related directly
or indirectly to or arising out of the design, process, manufacture, or use by any person or
party of the Subject Technology, the Licensed Products or any other embodiment of the
Subject Technology even though such claims, causes of action, lawsuits or other proceedings
and the costs (including attorney's fees) related thereto result in whole or in part from the
negligence of any of the Indemnified Parties. Notwithstanding any provisions herein to the
contrary, the College shall indemnify LICENSEE for any claims for injuries to persons or
property damage which occur on the College premises or premises under the exclusive control
of the College. LICENSEE will also assume responsibility for all costs and expenses related to
such claims and lawsuits for which it is obligated to indemnify the Indemnified Parties pursuant
to this Paragraph 13.3, including, but not limited to, the payment of all reasonable attorneys'
fees and costs of litigation or other defense.
13.4 Insurance. LICENSEE shall for so long as LICENSEE manufactures, uses or sells any
Licensed Product(s), maintain in full force and effect policies of (i) worker's compensation
and/or employers' liability insurance within statutory limits, (ii) general liability insurance (with
broad form general liability endorsement) with limits of not less than five million rupees
(Rs.5,000,000) per occurrence with no annual aggregate and (iii) products liability insurance,
with limits of not less than five million rupees (Rs.5,000,000) per occurrence with no annual
aggregate. Such coverage(s) shall be purchased from a carrier or carriers deemed acceptable
to the College with no annual aggregate and shall name the College as an additional insured.
Upon request by the College, LICENSEE shall provide to the College copies of said policies of
insurance.
13.5 The College's Disclaimers. Neither The College, nor any of its faculty members,
researchers, trustees, officers, employees, directors, or agents assume any responsibility for
9. the manufacture, product specifications, sale or use of the Subject Technology or the Licensed
Products which are manufactured by or sold by LICENSEE.
13.6 Independent Contractors. The Parties hereby acknowledge and agree that each is an
independent contractor and that neither Party shall be considered to be the agent,
representative, master or servant of the other Party for any purpose whatsoever, and that
neither Party has any authority to enter into a contract, to assume any obligation or to give
warranties or representations on behalf of the other Party. Nothing in this relationship shall
be construed to create a relationship of joint venture, partnership, fiduciary or other similar
relationship between the Parties.
13.7 DISCLAIMER OF WARRANTY. THE COLLEGE MAKES NO WARRANTIES OR
REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF FITNESS OR MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE
SUBJECT TECHNOLOGY OR LICENSED PRODUCTS AND THE COLLEGE MAKES NO
WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, OF THE PATENTABILITY OF
THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS OR OF THE ENFORCEABILITY OF ANY
PATENTS ISSUING THEREUPON , IF ANY, OR THAT THE SUBJECT TECHNOLOGY OR
LICENSED PRODUCTS ARE OR SHALL BE FREE FROM INFRINGEMENT OF ANY PATENT OR
OTHER RIGHTS OF THIRD PARTIES.
13.8 Non-Waiver. The Parties covenant and agree that if a Party fails or neglects for any
reason to take advantage of any of the terms provided for the termination of this Agreement
or if a Party, having the right to declare this Agreement terminated, shall fail to do so, any
such failure or neglect by such Party shall not be a waiver or be deemed or be construed to
be a waiver of any cause for the termination of this Agreement subsequently arising, or as a
waiver of any of the terms, covenants or conditions of this Agreement or of the performance
thereof. None of the terms, covenants and conditions of this Agreement may be waived by a
Party except by its written consent.
13.9 Reformation. All Parties hereby agree that neither Party intends to violate any public
policy, statutory or common law, rule, regulation, treaty or decision of any government agency
or executive body thereof of any country or community or association of countries; that if any
word, sentence, paragraph or clause or combination thereof of this Agreement is found, by a
court or executive body with judicial powers having jurisdiction over this Agreement or any of
its Parties hereto, in a final unappealed order to be in violation of any such provision in any
country or community or association of countries, such words, sentences, paragraphs or
clauses or combination shall be inoperative in such country or community or association of
countries, and the remainder of this Agreement shall remain binding upon the Parties hereto.
13.10 Force Majeure. No liability hereunder shall result to a Party by reason of delay in
performance caused by force majeure, that is circumstances beyond the reasonable control
of the Party, including, without limitation, acts of God, fire, flood, war, civil unrest, labor
unrest, or shortage of or inability to obtain material as equipment.
13.11 Entire Agreement. The terms and conditions herein constitute the entire agreement
between the Parties and shall supersede all previous agreements, either oral or written,
between the Parties hereto with respect to the subject matter hereof. No agreement of
understanding bearing on this Agreement shall be binding upon either Party hereto unless it
shall be in writing and signed by the duly authorized officer or representative of each of the
Parties and shall expressly refer to this Agreement.
10. IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement in
multiple originals by their duly authorized officers and representatives on the respective dates
shown below, but effective as of the Agreement Date.
LICENSEE[Name of the Institution]
Name:____________________ Name:______________________
Title:_____________________ Title:
Date:_____________________ Date:_______________________