AI Generated British Patent Licence Agreement
PDF & Word - 2026 Updated

In this Agreement the following words and expressions shall have the following meanings unless the context requires otherwise.

The Licensor is the sole owner of the Licensed Patents with full rights to grant this licence.

The licensed patents refer to the Licensed Patents including UK Patent No. GB2567890A entitled System and Method for Advanced Data Encryption and any related divisional or continuation patents owned by the Licensor.

The purpose of this licence is to enable the Licensee to develop and commercialise innovative software applications based on the licensed patents for the UK market thereby promoting technological advancement in the field of data processing.

The Licensor wishes to grant and the Licensee wishes to accept an exclusive licence under the Licensed Patents on the terms set out in this Agreement.

The Licensor grants to the Licensee an exclusive licence under the Licensed Patents to make the patented invention use the patented invention and sell products embodying the patented invention in the Territory and within the Field of Use.

The licence granted under clause 3.1 is exclusive.

The licence granted under this Agreement includes improvements or modifications to the Licensed Patents as further detailed in the Improvements section.

This Agreement shall commence on the Effective Date.

The licence granted under this Agreement shall continue until the expiry of the last valid claim of the Licensed Patents or 20 years from the Effective Date whichever is earlier unless terminated earlier in accordance with this Agreement.

Upon expiry of the Licensed Patents the Licensee shall have a paid-up non-exclusive licence to use any know-how provided under this Agreement.

This Agreement may be renewed for further periods by mutual written agreement of the parties.

Termination of this Agreement shall be without prejudice to any rights or obligations that have accrued prior to termination.

The Licensee shall pay to the Licensor an upfront non-refundable payment of \£100,000 on the Effective Date of this Agreement.

The Licensee shall pay to the Licensor royalties at the rate of 5.5 percent of Net Sales in GBP.

All royalties shall be exclusive of VAT which shall be payable in addition where applicable. The Licensee shall deduct any applicable withholding taxes and provide the Licensor with appropriate certificates.

The Licensee shall make royalty payments quarterly commencing on the first quarter after the Effective Date. Payments shall be made by electronic funds transfer on or before the fifteenth day of the month following the end of each quarter.

The Licensee shall provide the Licensor with a written royalty report within 30 days of the end of each quarter detailing Net Sales calculation and royalty due.

Interest shall accrue on late payments at 4% above the Bank of England base rate from the due date until payment.

The Licensor shall have the right upon 14 days written notice to audit the Licensee's records for the purpose of verifying the accuracy of royalty calculations. Audits may be conducted no more than once per year and shall cover the preceding 3 years only. The Licensor shall bear the costs of the audit unless a discrepancy of more than 5% is found in which case the Licensee shall reimburse the audit costs.

The Licensor is the owner of the Licensed Patents and confirms sole and unencumbered ownership of the Licensed Patents with no co-owners or third-party claims.

There are no existing licences mortgages or other encumbrances on the Licensed Patents owned by the Licensor.

The Licensor owns the Licensed Patents outright and has full authority to enter into this Agreement.

The Licensor is not granting any other licences that would conflict with this Agreement.

There are no pending or threatened challenges to the validity of the Licensed Patents and no known claims that the Licensed Patents infringe third-party intellectual property rights.

The Licensor shall be responsible for the maintenance and prosecution of the Licensed Patents including payment of all renewal fees. The Licensee shall reimburse the Licensor for all such fees within 30 days of invoice.

The Licensor shall have the primary right but not the obligation to enforce the Licensed Patents against infringers. If the Licensor declines to enforce within 60 days the Licensee may do so at its own cost. Any damages recovered shall be shared equally after deducting enforcement costs.

The Licensor shall use best endeavours to maintain the Licensed Patents in force in the Territory.

The Licensee shall mark all products embodying the Licensed Patents with the applicable patent numbers in accordance with applicable laws to preserve the right to claim damages.

Entering into this Agreement will not conflict with any other agreements to which the Licensor is a party.

The Licensor is in compliance with all applicable laws regarding the Licensed Patents.

The Licensor retains the right to use the Licensed Patents for internal research and development.

Each party shall keep the other party\'s Confidential Information confidential and shall not disclose it to any third party without the prior written consent of the disclosing party.

The obligations of confidentiality in clause 7.1 shall not apply to information that is already in the public domain through no breach of this Agreement or that the receiving party independently develops without reference to the disclosing party\'s information.

A party may disclose Confidential Information without prior consent if required by law or court order provided that the receiving party gives the disclosing party reasonable advance notice where legally permitted or to its professional advisors employees or contractors on a need-to-know basis who are bound by equivalent confidentiality obligations.

Upon termination of this Agreement each party shall return or destroy all materials containing the other party\'s Confidential Information and certify such return or destruction.

The obligations of confidentiality shall survive termination of this Agreement for five years except that trade secrets within the Confidential Information shall receive perpetual protection in accordance with the Trade Secrets (Enforcement etc) Regulations 2018.

The parties agree that a breach of this clause 7 may cause irreparable harm for which damages alone would not be an adequate remedy and that injunctive relief may be sought to prevent further disclosure.

In the event of a breach of confidentiality the remedies available shall include an injunction to prevent further disclosure and damages for losses incurred.

The Licensor warrants that it is the owner of the Licensed Patents and has the right to grant the licence set out in this Agreement.

The Licensor warrants to the best of its knowledge that: (i) the Licensed Patents are valid and enforceable; (ii) there are no pending or threatened claims challenging the validity of the Licensed Patents; (iii) the Licensed Patents do not infringe any third party intellectual property rights; (iv) there is no pending or threatened litigation relating to the Licensed Patents; and (v) it has complied with all applicable laws in relation to the Licensed Patents.

Each party warrants that it has full capacity authority and all necessary approvals to enter into this Agreement.

Except as expressly provided in this Agreement no warranties representations conditions or guarantees are given by either party and all implied warranties are excluded to the fullest extent permitted by law.

The Licensor shall indemnify the Licensee against any claims that the Licensed Patents infringe third party intellectual property rights provided that the Licensee gives prompt notice of any such claim and does not admit liability.

The Licensee shall indemnify the Licensor against any claims arising from the Licensee\'s misuse modification or infringement caused by products made under this licence that are not directly attributable to the Licensed Patents.

The indemnified party shall provide prompt notice of any claims to the indemnifying party.

The indemnifying party shall have the right to control the defence and settlement of any indemnified claims provided that no settlement shall be made without the indemnified party\'s prior written consent (not to be unreasonably withheld).

The indemnifying party shall reimburse the indemnified party for reasonable legal costs incurred.

Subject to clause 10.3 the total liability of each party under this Agreement shall not exceed the total royalties paid by the Licensee to the Licensor in the 12 months preceding the claim.

Neither party shall be liable to the other for any consequential indirect or special damages including loss of profit or revenue.

Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence for fraud or wilful misconduct or any other liability that cannot be excluded under English law.

The limitation of liability in this clause 10 applies mutually to both parties and is considered reasonable under the Unfair Contract Terms Act 1977.

Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and fails to remedy such breach within thirty days of notice.

Either party may terminate this Agreement for convenience on 6 months\' written notice.

This Agreement shall terminate automatically on the occurrence of insolvency bankruptcy or winding up of the other party (except for solvent reconstruction) or failure to pay royalties within 30 days of due date.

A cure period of thirty days shall apply for remedying a material breach before termination.

Upon termination for any reason the provisions of the Consequences of Termination section shall apply.

Upon termination of this Agreement the Licensee shall immediately cease all use of the Licensed Patents except as permitted under any surviving licences.

Upon termination of this Agreement the Licensee shall return all Confidential Information to the Licensor and destroy all retained copies certifying the same in writing.

Accrued rights and obligations including payment of royalties for use prior to termination shall survive termination of this Agreement.

Clauses that are expressed to survive or which by their nature are intended to survive termination shall continue in full force and effect.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English Law.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement by negotiation between senior executives.

If the dispute is not resolved by negotiation within 30 days the parties shall proceed to mediation before arbitration.

If mediation fails the dispute shall be referred to arbitration in accordance with the rules of the London Court of International Arbitration.

The arbitration shall be governed by the laws of England and Wales and the seat shall be London.

The arbitration proceedings shall be confidential.

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to a force majeure event including acts of God war or terrorism or epidemics or pandemics.

The affected party shall provide notice of the force majeure event to the other party within seven days of becoming aware of it.

Both parties shall take reasonable steps to mitigate the effects of the force majeure event.

If the force majeure event continues for more than thirty days either party may terminate this Agreement.

This clause 15 shall be governed by English Law.