Tennessee Exclusive License Agreement between Individual Inventor and Corporation is a legally binding contract that grants a corporation the exclusive rights to use an individual inventor's intellectual property within the state of Tennessee. This agreement outlines the terms and conditions under which the corporation may utilize and exploit the invention for commercial purposes, while ensuring that the individual inventor retains ownership and control of their intellectual property rights. The agreement typically includes clauses such as: 1. Parties involved: Clearly identify the individual inventor and the corporation, including their legal names and contact details. 2. Grant of exclusive license: The agreement should clearly state that the individual inventor grants the corporation an exclusive license to use, manufacture, market, sell, and sublicense the invention in the state of Tennessee. 3. Scope of the license: Define the specific rights and limitations of the license granted, including any restriction on geographic location or field of use. 4. Royalties and financial considerations: Discuss the compensation the individual inventor will receive, whether in the form of upfront fees, ongoing royalties, or a combination of both. The agreement may also address issues related to minimum annual royalties, accounting procedures, and payment terms. 5. Term and termination: Specify the duration of the agreement and conditions under which it can be terminated by either party, such as breach of contract or bankruptcy. It may also include provisions for automatic renewal or extension. 6. Intellectual property ownership: Clearly state that the individual inventor retains ownership of the intellectual property rights related to the invention, except for the specific rights granted under the exclusive license. 7. Confidentiality and non-disclosure: Include confidentiality provisions to protect any trade secrets or proprietary information shared between the parties during the agreement's term. This clause ensures that the corporation keeps any confidential information confidential even after the agreement's termination. 8. Dispute resolution: Specify the preferred method for dispute resolution, such as mediation, arbitration, or litigation. Different types of Tennessee Exclusive License Agreements between Individual Inventor and Corporation may include variations based on the nature of the invention, industry-specific considerations, or the intentions of the parties involved. For instance, a software-specific license agreement may contain additional clauses regarding source code access, updates, or support provisions. Similarly, a life sciences-related invention agreement may address regulatory compliance and obligations towards clinical trials or intellectual property registrations.