A West Virginia Exclusive License Agreement refers to a legally binding contract between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc., outlining the terms and conditions for the exclusive use of intellectual property or technology developed by the university. The agreement grants emerge Interactive, Inc. the exclusive rights to commercialize, produce, and distribute the specified intellectual property within the state of West Virginia. This agreement is usually established to protect and maximize the potential of innovations and research outcomes generated at Iowa State University. Key terms and provisions commonly found in a West Virginia Exclusive License Agreement may include: 1. License Grant: The agreement specifies the precise technology, patent, or product covered by the license and grants emerge Interactive, Inc. the exclusive right to utilize, develop, and market it within West Virginia. 2. Term and Termination: The agreement typically outlines the duration of the license, including any renewal options. It also covers the circumstances under which either party can terminate the agreement, such as breach of contractual obligations. 3. Royalties and Compensation: The license agreement may outline the financial obligations of emerge Interactive, Inc. towards Iowa State University Research Foundation, Inc. This may include upfront fees, milestone payments, and ongoing royalties based on sales or other predetermined factors. 4. Intellectual Property Rights: The agreement should specify the ownership of intellectual property developed as a result of the collaboration between the parties. It may contain provisions for protecting the university's rights and regulating the use of its name and logo. 5. Diligence and Performance: The agreement generally includes provisions that require emerge Interactive, Inc. to diligently develop, market, and diligently promote the licensed technology or product. Failure to meet these obligations might result in termination or a loss of exclusive rights. 6. Reporting and Auditing: The license agreement usually necessitates regular reporting of sales, earnings, or other relevant metrics bye Merge Interactive, Inc. to Iowa State University Research Foundation, Inc. Additionally, the university typically retains the right to audit the licensee's records to ensure compliance with the terms. 7. Indemnification and Liability: The agreement often specifies the extent of liability for each party in case of any intellectual property infringement or other legal disputes arising from the use or implementation of the licensed technology. Different types of West Virginia Exclusive License Agreements between Iowa State University Research Foundation, Inc. and emerge Interactive, Inc. might exist depending on the specific innovation or technology being licensed. Examples may include agreements for software patents, medical device designs, agricultural advancements, or biotechnological breakthroughs. Each type of agreement would outline the unique details related to the licensed technology, corresponding royalties, and any specialized considerations required. Note: The specific terms and variations of a West Virginia Exclusive License Agreement may differ in practice and should always be thoroughly discussed and negotiated between the parties involved, considering the legal advice of relevant professionals.
West Virginia Exclusive License Agreement between Iowa State University Research Foundation, Inc. and eMerge Interactive, Inc.
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