The Michigan Exclusive License Agreement (ELA) is a legal contract between Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. This agreement grants emerge Interactive, Inc. the exclusive rights to use, develop, manufacture, and market the technology or intellectual property (IP) developed by SURF within the state of Michigan. The ELA encompasses various aspects and provisions that are essential for a mutually beneficial relationship between the two entities. Some key elements typically addressed in a Michigan Exclusive License Agreement include: 1. Exclusive Rights: The agreement grants emerge Interactive, Inc. the exclusive license to utilize and exploit the technology or intellectual property within the state of Michigan. 2. Field of Use: The ELA defines the specific field(s) or industry within which emerge Interactive, Inc. may exercise its exclusive rights. For instance, if the IP relates to medical devices, the agreement could limit emerge Interactive, Inc.'s rights to only develop and market medical devices. 3. Term and Territory: The agreement sets the duration of the exclusive license and outlines the geographical boundaries within which emerge Interactive, Inc. can exercise its rights. In this case, the territory is limited to the state of Michigan. 4. Payment Terms: The ELA outlines the financial considerations emerge Interactive, Inc. must fulfill, such as upfront fees, milestone payments, and royalty rates. These payments compensate SURF for the license and ongoing use of its IP. 5. Reporting and Auditing: The agreement may require emerge Interactive, Inc. to provide regular reports or financial statements to SURF, to ensure compliance with the agreement's terms. Additionally, auditing provisions may be included to verify the accuracy of the reports. 6. Diligence Requirements: The ELA may impose specific obligations one Merge Interactive, Inc. to ensure the timely development, marketing, and commercialization of the licensed IP. These requirements prevent the stagnation or misuse of the technology. 7. Intellectual Property Protection: The agreement addresses the protection of IP rights, including patent filings, trademarks, copyrights, and trade secrets. Both parties will usually agree to cooperate in the protection and defense of the licensed IP. It's important to note that while the description above provides a general overview of a Michigan Exclusive License Agreement, the specific terms and clauses may vary depending on the agreement negotiated between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. Different types or variations of Michigan Exclusive License Agreements between these two entities could include agreements specific to different technologies or research areas. For example, there could be separate agreements for software-related IP, biotechnology research, or engineering innovations. Each agreement would outline the unique terms and provisions relevant to the specific subject and technology involved.
Michigan Exclusive License Agreement between Iowa State University Research Foundation, Inc. and eMerge Interactive, Inc.
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