Exclusive License Agreement dated August 3, 1999. 13 pages
Title: Tennessee Exclusive License Agreement between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. Introduction: The Tennessee Exclusive License Agreement, also known as the TELL, serves as a contractual agreement between the Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. This agreement grants exclusive rights to emerge Interactive, Inc. to use, develop, and commercialize intellectual property (IP) owned or controlled by Iowa State University (ISU) within the state of Tennessee. The agreement aims to foster innovation and collaboration between the two parties while protecting the intellectual property rights of ISU. Types of Tennessee Exclusive License Agreement: 1. Research and Development Agreement: This type of TELL focuses on collaborative research and development efforts between SURF and emerge Interactive, Inc. under the specific jurisdiction of Tennessee. It outlines the rights and responsibilities of each party and establishes the framework for joint projects or initiatives. 2. Commercialization Agreement: The Commercialization Agreement, a subset of the Tennessee Exclusive License Agreement, focuses on the transfer and exploitation of intellectual property developed by ISU through emerge Interactive, Inc. This agreement specifies the licensing terms, revenue sharing, royalty rates, and milestones for commercialization efforts within Tennessee. 3. Exclusive Distribution Agreement: In cases where emerge Interactive, Inc. wishes to acquire exclusive distribution rights within Tennessee for certain products or technologies developed by ISU, an Exclusive Distribution Agreement can be established. This agreement outlines the terms, conditions, and obligations related to the distribution arrangement, ensuring mutual benefits and market exclusivity. 4. Technology Transfer Agreement: The Technology Transfer Agreement sets the terms for the transfer of proprietary technology or know-how from SURF to emerge Interactive, Inc. within the boundaries of Tennessee. It defines the rights and limitations of use, confidentiality, sublicensing, and any restrictions on the transfer of technology to third parties. Key terms and components of the Tennessee Exclusive License Agreement: — Parties involved: Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. — Exclusive license grant: ISU grants exclusive rights to emerge Interactive, Inc. to utilize and commercialize specific intellectual property within Tennessee. — Territory: The agreement's jurisdiction is restricted to the state of Tennessee. — Intellectual property: Identifies the specific patents, trademarks, copyrights, trade secrets, or other IP assets covered under the agreement. — License terms: Outlines the scope and duration of the license granted to emerge Interactive, Inc. — Termination clauses: Specifies the conditions under which the agreement may be terminated by either party. — Performance obligations: States the obligations, such as reporting requirements, royalties, or milestone achievements, that both parties must fulfill. — Dispute resolution: Defines the process to resolve any disagreements or conflicts that may arise during the course of the agreement. — Confidentiality: Institutes protocols for protecting the confidentiality of sensitive information shared during the agreement's term. — Governing law: Identifies the specific laws and legal system that govern the agreement's interpretation and enforcement. In conclusion, the Tennessee Exclusive License Agreement between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. establishes a framework for collaboration, technology transfer, and commercialization of intellectual property within the state of Tennessee. By delineating the rights, obligations, and responsibilities of both parties, this agreement promotes innovation, fosters economic growth, and protects the interests of SURF while enabling emerge Interactive, Inc. to leverage valuable IP assets for commercial success.
Title: Tennessee Exclusive License Agreement between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. Introduction: The Tennessee Exclusive License Agreement, also known as the TELL, serves as a contractual agreement between the Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. This agreement grants exclusive rights to emerge Interactive, Inc. to use, develop, and commercialize intellectual property (IP) owned or controlled by Iowa State University (ISU) within the state of Tennessee. The agreement aims to foster innovation and collaboration between the two parties while protecting the intellectual property rights of ISU. Types of Tennessee Exclusive License Agreement: 1. Research and Development Agreement: This type of TELL focuses on collaborative research and development efforts between SURF and emerge Interactive, Inc. under the specific jurisdiction of Tennessee. It outlines the rights and responsibilities of each party and establishes the framework for joint projects or initiatives. 2. Commercialization Agreement: The Commercialization Agreement, a subset of the Tennessee Exclusive License Agreement, focuses on the transfer and exploitation of intellectual property developed by ISU through emerge Interactive, Inc. This agreement specifies the licensing terms, revenue sharing, royalty rates, and milestones for commercialization efforts within Tennessee. 3. Exclusive Distribution Agreement: In cases where emerge Interactive, Inc. wishes to acquire exclusive distribution rights within Tennessee for certain products or technologies developed by ISU, an Exclusive Distribution Agreement can be established. This agreement outlines the terms, conditions, and obligations related to the distribution arrangement, ensuring mutual benefits and market exclusivity. 4. Technology Transfer Agreement: The Technology Transfer Agreement sets the terms for the transfer of proprietary technology or know-how from SURF to emerge Interactive, Inc. within the boundaries of Tennessee. It defines the rights and limitations of use, confidentiality, sublicensing, and any restrictions on the transfer of technology to third parties. Key terms and components of the Tennessee Exclusive License Agreement: — Parties involved: Iowa State University Research Foundation, Inc. (SURF) and emerge Interactive, Inc. — Exclusive license grant: ISU grants exclusive rights to emerge Interactive, Inc. to utilize and commercialize specific intellectual property within Tennessee. — Territory: The agreement's jurisdiction is restricted to the state of Tennessee. — Intellectual property: Identifies the specific patents, trademarks, copyrights, trade secrets, or other IP assets covered under the agreement. — License terms: Outlines the scope and duration of the license granted to emerge Interactive, Inc. — Termination clauses: Specifies the conditions under which the agreement may be terminated by either party. — Performance obligations: States the obligations, such as reporting requirements, royalties, or milestone achievements, that both parties must fulfill. — Dispute resolution: Defines the process to resolve any disagreements or conflicts that may arise during the course of the agreement. — Confidentiality: Institutes protocols for protecting the confidentiality of sensitive information shared during the agreement's term. — Governing law: Identifies the specific laws and legal system that govern the agreement's interpretation and enforcement. In conclusion, the Tennessee Exclusive License Agreement between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. establishes a framework for collaboration, technology transfer, and commercialization of intellectual property within the state of Tennessee. By delineating the rights, obligations, and responsibilities of both parties, this agreement promotes innovation, fosters economic growth, and protects the interests of SURF while enabling emerge Interactive, Inc. to leverage valuable IP assets for commercial success.