Georgia Exclusive License Agreement is a legal document that establishes a partnership between Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. This agreement permits emerge Interactive, Inc. to exclusively license and commercialize the innovative technologies and intellectual property developed by SURF within the state of Georgia. The agreement outlines the terms and conditions that both parties must adhere to for the duration of their partnership. The Georgia Exclusive License Agreement enables emerge Interactive, Inc. to gain exclusive rights to market, sell, distribute, and sublicense the specified technologies developed by SURF. This agreement aims to ensure that emerge Interactive, Inc. has the sole ownership and control over the designated technologies and can exploit their commercial potential in the Georgia market. The key components included in the Georgia Exclusive License Agreement may include: 1. Definitions: Precise definitions of technical terms and phrases used throughout the agreement, ensuring clarity and understanding for both parties. 2. Grant of Exclusive License: This section outlines the exclusive rights granted to emerge Interactive, Inc. over the designated technologies in the Georgia market. It specifies the limitations, territorial scope, and duration of the exclusive license. 3. License Fee and Royalties: The agreement determines the financial obligations of emerge Interactive, Inc., including any upfront license fee or ongoing royalty payments to SURF. The payment structure, frequency, and calculation methods are outlined in this section. 4. Diligence Requirements: emerge Interactive, Inc. is typically required to meet certain performance milestones and demonstrate ongoing efforts to develop, market, and commercialize the licensed technologies. Failure to fulfill these obligations might result in termination or modification of the agreement. 5. Sublicensing: The agreement may address whether emerge Interactive, Inc. has the ability to sublicense the technologies to third parties within Georgia, and, if so, the terms and conditions under which sublicensing can occur. 6. Intellectual Property Protection: The agreement may provide provisions for the protection of the licensed technologies, including patent filings, trademark registration, and confidential information management. 7. Termination: This section outlines the circumstances under which the agreement can be terminated, such as breach of contract, bankruptcy, or expiration of the agreed-upon term. It may also specify the consequences of termination, such as ownership and return of licensed technology. Different types of Georgia Exclusive License Agreements between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. may exist depending on the specific technologies being licensed. These agreements can pertain to various fields such as biotechnology, pharmaceuticals, software, electronics, or any other areas where SURF has developed innovative technology worth commercialization in the state of Georgia. Each agreement will have its own unique terms and conditions tailored to the specific licensed technology and the objectives of both parties involved.
Georgia Exclusive License Agreement between Iowa State University Research Foundation, Inc. and eMerge Interactive, Inc.
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