The Mississippi Trade Secrets License Agreement and Assignment between Licensor and Licensee is a legal document that governs the transfer of trade secrets from the owner (licensor) to another party (licensee) in the state of Mississippi. This agreement outlines the terms and conditions under which the license is granted and the responsibilities and limitations of both parties involved. In Mississippi, there are two main types of Trade Secrets License Agreements and Assignments: 1. Exclusive License Agreement: This type of agreement grants the licensee exclusive rights to use and exploit the trade secrets. The licensor agrees not to license the trade secrets to any other party during the term of this agreement. The licensee gains the exclusive ability to market, manufacture, and sell products or services derived from the licensed trade secrets. 2. Non-Exclusive License Agreement: In this type of agreement, the licensor grants the licensee non-exclusive rights to use and exploit the trade secrets. The licensor retains the right to license the trade secrets to other parties simultaneously. The licensee can utilize the trade secrets alongside other licensees, but without exclusivity. Key provisions typically included in a Mississippi Trade Secrets License Agreement and Assignment may include: 1. Grant of License: Clearly defining the scope and limitations of the license, specifying whether it is exclusive or non-exclusive. 2. License Term and Renewal: Stating the duration of the license agreement and potential options for renewal. 3. License Fees and Royalties: Explaining any upfront fees, ongoing royalties, or other financial considerations associated with the license. 4. Confidentiality: Describing how the licensee must handle and protect the trade secrets to maintain their confidentiality. 5. Use and Limitations: Outlining the specific purposes for which the trade secrets can be used and any restrictions or prohibitions on their usage. 6. Intellectual Property Rights: Addressing the ownership and protection of any intellectual property rights associated with the trade secrets. 7. Assignment and Sublicensing: Specifying whether the licensee can assign or sublicense their rights under the agreement to other parties. 8. Termination: Establishing the circumstances under which the agreement can be terminated and the consequences of termination. It is crucial for both the licensor and licensee to carefully review and negotiate the terms of the Mississippi Trade Secrets License Agreement and Assignment to ensure that their respective rights and obligations are adequately protected. Legal advice may be sought when drafting or entering into such agreements to ensure compliance with Mississippi state laws and safeguarding trade secrets effectively.