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Title: |
License Agreement |
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Date: |
2002 |
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$40 |
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ID: |
#426312 |
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This License Agreement (Agreement) is made and entered into this 24th day of September, 2002 (the Effective Date), by and between INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 (Information Products), and APPLIED FILMS CORPORATION, a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 (Applied Films) (individually, a Party, collectively, the Parties).
A. The Parties have entered into a separate Asset Purchase Agreement dated the date of this Agreement (Purchase Agreement). Capitalized terms used but not defined in this Agreement have the meaning given to them in the Purchase Agreement.
B. In this Agreement Applied Films licenses the Licensed Rights to Information Products in accordance with Sections 1.5 and 6.1 of the Purchase Agreement.
ACCORDINGLY, the Parties agree as follows:
1. License Grant. Applied Films grants to Information Products a perpetual, world-wide, irrevocable, non-exclusive, right and license to make, have made, sell, offer for sale, import and otherwise exploit the subject matter of the Licensed Rights. Applied Films agrees that this license grants to Information Products the right to exploit the Licensed Rights on or in connection with all existing and future operations of Information Products, subject only to the limitations of Section 2.
2. Limitation. The license of Section 1 does not grant any right or license to use the Licensed Rights in connection with the manufacture or modification of deposition equipment, except that Information Products shall be permitted under such license to exploit any non-patented Licensed Rights in connection with the manufacture or modification of such equipment for internal use by Information Products, its affiliates (including, but not limited to, Information Products, Inc., Donnelly Corporation or Magna International Inc.) ("Affiliates"), and their respective successors.
3. Payments. The licenses granted in Section 1 shall be royalty-free.
4. Sublicenses. Information Products may sublicense the rights granted under this Agreement without the consent of Applied Films, provided that for the period ending four (4) years after the Effective Date Information Products shall not such sublicense the rights under this Agreement to a third party that competes against Applied Films in the business of manufacturing deposition equipment.
B-1
5. Representations, Warranties and Covenants.
5.1 Legal Right. Each Party represents and warrants that it has the full legal right to enter into this Agreement, and to accept the obligations set forth in this Agreement.
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