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LICENSE AGREEMENT

License Agreement

LICENSE AGREEMENT | Document Parties: HARBIN ELECTRIC, INC | Shelton Technology, LLC,  | Advanced Automation Group, LLC, | Shaotang Chen  | Xiaogang Luo You are currently viewing:
This License Agreement involves

HARBIN ELECTRIC, INC | Shelton Technology, LLC, | Advanced Automation Group, LLC, | Shaotang Chen | Xiaogang Luo

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Title: LICENSE AGREEMENT
Governing Law: New York     Date: 4/13/2007
Industry: Misc. Capital Goods     Sector: Capital Goods

LICENSE AGREEMENT, Parties: harbin electric  inc , shelton technology  llc   , advanced automation group  llc  , shaotang chen  , xiaogang luo
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EXHIBIT 10.2

 

LICENSE AGREEMENT

 

THIS AGREEMENT is entered into as of this 9th day of April, 2007 by and among Shelton Technology, LLC, a Michigan limited liability company, Shaotang Chen and Xiaogang Luo (collectively, "LICENSOR") and Advanced Automation Group, LLC, a Delaware limited liability company ("LICENSEE").

 

WITNESSETH:

 

WHEREAS, LICENSOR is the owner of the intellectual property and technology identified more fully in Schedule A attached hereto (the "Licensed Property"); and

 

WHEREAS, LICENSOR has the power and authority to grant to LICENSEE the exclusive, worldwide (the “Licensed Territory”), right, privilege and license to use the Licensed Property in Licensee’s business, including, without limitation, for the purpose of developing, manufacturing and selling products which incorporate or are otherwise based on the Licensed Property (the "Licensed Products”); and

 

WHEREAS, LICENSEE desires to obtain from LICENSOR the exclusive worldwide right, privilege and license to use the Licensed Property in Licensee’s business, including, without limitation, for the purpose of developing, manufacturing and selling products which incorporate or are otherwise based on the Licensed Property.

 

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

 

LICENSE

 

1.   LICENSOR hereby grants to LICENSEE for the period beginning on the date hereof and ending on August 31, 2008 (the “Term”), an exclusive, worldwide royalty free right and license to use the Licensed Property in Licensee’s business, including, without limitation, for the purpose of developing, manufacturing, commercializing, promoting, advertising and selling products which incorporate or are otherwise based on the Licensed Property. The license includes, but is not limited to, a license under any and all patents and copyrights and any applications therefore which have been filed or may be filed in the future with respect to the Licensed Property.

 

2.   Subject to Section 21 hereof, all rights and title to and interest in any improvement or enhancement developed or discovered by LICENSEE in connection with the license granted under Section 1 above or LICENSEE’S activities hereunder shall be vested solely in LICENSOR and shall be deemed to be Licensed Property.

 

3.   The foregoing license shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code and any foreign equivalent thereof, a license of rights to “intellectual property” as defined therein. LICENSEE, as licensee of such rights, shall have the rights and elections with respect thereto as specified in the United States Bankruptcy Code and any foreign equivalent thereof. This Agreement shall be deemed to be an “agreement supplemental to” the license for purposes of Section 365(n) and any foreign equivalent thereof. If a bankruptcy proceeding is commenced by or against LICENSOR (or any party comprising LICENSOR) and LICENSOR (or a trustee or other party acting on its behalf) thereafter rejects this Agreement or fails to perform all of its obligations hereunder, then LICENSEE shall be entitled to receive, promptly upon request therefor, a complete duplicate of (or full access to) any such intellectual property and all embodiments thereof.

 


 

AUDIT

 

4.   LICENSOR shall have the right, upon at least five (5) days written notice and no more than once per calendar year, to inspect LICENSEE's books and records and all other documents and material in the possession of or under the control of LICENSEE with respect to the subject matter of this Agreement at the place or places where such records are normally retained by LICENSEE. LICENSOR shall have free and full access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.

 

5.   All books and records relative to LICENSEE's obligations hereunder shall be maintained and kept accessible and available to LICENSOR for inspection for at least three (3) years after expiration or termination of this Agreement.

 

6.   In the event that an investigation of LICENSEE's books and records is made, certain confidential and proprietary business information of LICENSEE may necessarily be made available to the person or persons conducting such investigation. It is agreed that such confidential and proprietary business information shall be retrained in confidence by LICENSOR and shall not be used by LICENSOR or disclosed to any third party, or without the prior express written permission of LICENSEE unless required by law. It is understood and agreed, however, that such information may be used in any proceeding based on LICENSEE's breach of any of its obligations under this Agreement.

 

WARRANTIES & OBLIGATIONS

 

7.   LICENSOR hereby represents that except for the purchase option set forth in Section 4 of the Master Agreement (as defined in Section 43 of this Agreement), it is has good and valid title to the Licensed Property, free and clear of all Liens (as hereinafter defined) and there is no claim, litigation, or other proceeding pending or threatened, which could impair, limit, diminish or otherwise impact upon LICENSOR’S right in the Licensed Property or its ability to execute and deliver and perform its obligations hereunder or under this Agreement. For purposes of this Agreement, the term “Liens” shall mean any lien, encumbrance, pledge, option, security interest, right of first refusal, mortgage, charge, of any kind (including any conditional sale agreement) or any subordination arrangement in favor of another person.

 

8.   LICENSOR further represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict herewith.

 

2


 

9.   LICENSOR further represents and warrants that (i) none of the Licensed Property infringes any right of any third party (ii) no person is infringing on the rights of LICENSOR in and to any of the Licensed Property and (iii) none of the Licensed Property is in the public domain..

 

10.   LICENSEE agrees that it shall be solely responsible for the manufacture, production, sale and distribution of any Licensed Products and will bear all related costs associated therewith.

 

NOTICES, QUALITY CONTROL & SAMPLES

 

11.   The licenses granted hereunder are conditioned upon LICENSEE's full and complete compliance with the marking provisions of any applicable trademark, patent and copyright laws of the United States and other countries in the Licensed Territory.

 

12.   The Licensed Products, as well as all promotional, packaging and advertising material relative thereto, shall include all appropriate legal notices are required by LICENSEE.

 

13.   The Licensed Products, shall be of a high quality which is at least equal to comparable products manufactured and marketed by LICENSEE and in conformity with a standard sample approved by LICENSOR.

 

14.   If the quality of a class of the Licensed Products falls below such a production-run quality, as previously approved by LICENSOR, LICENSEE shall use its reasonable best efforts to restore such quality.

 

15.   Prior to the commencement of manufacture and sale of the Licensed Products, LICENSEE shall submit to LICENSOR, at no cost to LICENSOR and for approval as to quality, samples of all Licensed Products which LICENSEE intends to manufacture and sell and one (1) complete set of all promotional and advertising material associated therewith. Such approval by LICENSOR shall not be unreasonably withheld. Failure of LICENSOR to approve such samples within ten (10) working days after receipt hereof will be deemed approval. If LICENSOR should disapprove any sample, it shall provide specific reasons for such disapproval. Once such samples have been approved by LICENSOR, LICENSEE shall not materially depart therefrom without LICENSOR's prior express written consent, which shall be unreasonably withheld.

 

16.   The LI


 
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