PATENT SHARING AGREEMENT
This Patent Sharing Agreement ("Agreement") is made and entered into as of [Date], by
and between Company A, a corporation incorporated under the laws of [Jurisdiction], having
its principal place of business at [Address] (hereinafter referred to as "Company A"), and
Company B, a corporation incorporated under the laws of [Jurisdiction], having its principal
place of business at [Address] (hereinafter referred to as "Company B"). Company A and
Company B shall be referred to individually as a "Party" and collectively as the "Parties."
1. PURPOSE
The purpose of this Agreement is to establish terms and conditions under which the Parties
will share, license, and use certain patents owned by each Party in a manner that promotes
mutual benefits while protecting proprietary rights, with Company A retaining primary
control over proprietary technology.
2. DEFINITIONS
2.1 "Patents" shall mean all patents, patent applications, and related intellectual property
rights owned or controlled by either Party, as listed in Schedule A.
2.2 "Proprietary Software" refers to any software, source code, or algorithms covered
under the patents shared under this Agreement.
2.3 "License" refers to the permission granted by one Party to another to use the Patents
under specified conditions.
3. GRANT OF LICENSE
3.1 Limited License: Company A grants Company B a limited, non-exclusive, non-
transferable, royalty-free license to use its Patents solely for the purposes expressly permitted
under this Agreement.
3.2 Restricted Use: Company B shall not use, modify, distribute, or sublicense any of the
Patents, Proprietary Software, or related intellectual property of Company A without
Company A's prior written consent.
3.3 No Derivative Works: Company B is prohibited from creating derivative works based on
the Patents or Proprietary Software without express authorization from Company A.
4. OWNERSHIP & INDEPENDENT DEVELOPMENT
4.1 Retained Ownership: Company A retains full ownership of its respective Patents,
Proprietary Software, and related intellectual property. No rights are transferred beyond those
expressly granted in this Agreement.
4.2 Independent Development: If Company B independently develops a technology that is
similar to or an improvement of the shared Patents, such technology shall remain the property
of Company B, provided that it was developed without unauthorized use of Company A’s
intellectual property.
5. CONFIDENTIALITY
5.1 Protection of Information: Company B shall maintain strict confidentiality concerning
proprietary information shared under this Agreement.
5.2 Use Restriction: Company B shall not disclose, use, or exploit proprietary information of
Company A for any purpose other than as explicitly permitted under this Agreement.
5.3 Exceptions: Confidentiality obligations shall not apply to information that is publicly
available, independently developed, or required to be disclosed by law.
6. TERM & TERMINATION
6.1 Term: This Agreement shall remain in force for a period of [X] years from the Effective
Date unless terminated earlier.
6.2 Termination for Breach: Company A reserves the right to terminate this Agreement
immediately if Company B breaches any material provision, including unauthorized use of
the Patents or Proprietary Software.
6.3 Effect of Termination: Upon termination, Company B shall immediately cease using the
Patents of Company A and return or destroy all related materials.
7. DISPUTE RESOLUTION
7.1 Negotiation: The Parties agree to attempt to resolve disputes amicably through direct
negotiation.
7.2 Arbitration: If negotiation fails, disputes shall be resolved through binding arbitration in
[Jurisdiction], conducted in accordance with the rules of [Arbitration Institution].
8. WARRANTIES, LIABILITY & INDEMNIFICATION
8.1 Warranties: Each Party represents and warrants that it has the legal right to enter into
this Agreement and grant the licenses described herein.
8.2 Limitation of Liability: Neither Party shall be liable for any indirect, special, or
consequential damages arising from this Agreement. However, Company B shall be held
liable for any unauthorized use or breach of this Agreement.
8.3 Indemnification: Company B agrees to indemnify, defend, and hold harmless Company
A from and against any claims, damages, losses, or expenses (including reasonable attorney
fees) arising out of any unauthorized use, misuse, or violation of this Agreement by Company
B.
9. GENERAL PROVISIONS
9.1 Governing Law: This Agreement shall be governed by the laws of [Jurisdiction].
9.2 Assignment: Company B may not assign this Agreement or any rights herein without
prior written consent from Company A.
9.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties
and supersedes all prior agreements.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
For Company A:
By: _________________________
Name: _______________________
Title: ________________________
Date: ________________________
For Company B:
By: _________________________
Name: _______________________
Title: ________________________
Date: ________________________
