The Illinois Exclusive License Agreement between Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. is a legally binding contract that grants exclusive rights to emerge Interactive, Inc. for the use, development, and commercialization of intellectual property developed by SURF within the state of Illinois. This agreement is specific to the collaboration between these two entities and serves as a framework for the transfer of technology, inventions, or research findings from the university to emerge Interactive, Inc. The agreement outlines various key provisions, ensuring that both SURF and emerge Interactive, Inc. are protected while enabling them to achieve their respective goals. It typically includes the following elements: 1. Scope of License: The agreement clearly defines the intellectual property being licensed, whether it is patents, copyrights, trademarks, or trade secrets. It outlines the scope of the license, specifying the exclusive rights granted to emerge Interactive, Inc. and any limitations or restrictions on the use or sublicensing of the intellectual property. 2. Duration and Termination: The agreement states the duration of the exclusive license, which could be a fixed term or continue perpetually until certain conditions are met. It also outlines the circumstances under which either party can terminate the agreement, including breach of contractual obligations, bankruptcy, or failure to commercialize the intellectual property within a specified timeframe. 3. Rights and Responsibilities: The agreement delineates the rights and responsibilities of both SURF and emerge Interactive, Inc. SURF is typically responsible for disclosing all relevant intellectual property and providing necessary support, while emerge Interactive, Inc. is responsible for diligently commercializing the licensed technology, securing necessary approvals, paying royalties or fees outlined in the agreement, and protecting the intellectual property from infringement. 4. Financial Terms: The agreement addresses the financial aspects of the license, including upfront fees, milestone payments, royalties, and potential equity or revenue-sharing arrangements. These terms ensure that both parties benefit from the commercialization of the licensed technology. 5. Intellectual Property Protection and Ownership: The agreement addresses the ownership and protection of intellectual property. It clarifies that SURF retains ownership of the licensed intellectual property while granting exclusive rights to emerge Interactive, Inc. It also includes provisions for protecting the intellectual property through patent filings, maintaining confidentiality, and enforcing infringement claims. Different types of Illinois Exclusive License Agreements between SURF and emerge Interactive, Inc. may emerge based on the specific technologies or inventions being licensed. For example, there could be agreements related to medical devices, agricultural technologies, software, or pharmaceuticals. Each agreement would have its unique terms and considerations tailored to the specific intellectual property being transferred.
Illinois Exclusive License Agreement between Iowa State University Research Foundation, Inc. and eMerge Interactive, Inc.
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