CNC Concrete Homes LLC Fargo ND 58102
Patent License Agreement
This Patent License Agreement ("Agreement") is entered into on [Insert Date], by and between CNC Concrete Homes LLC, a North Dakota limited liability company with a principal address at 1405 4th Ave N, Fargo, ND 58102 ("Licensor"), and [Licensee’s Name], a [State] individual/entity with a principal address at [Licensee’s Address] ("Licensee"). Licensor and Licensee are referred to collectively as the "Parties."
1. Recitals
WHEREAS, Licensor is the owner of all rights, title, and interest in [Patent Name], U.S. Patent No. [Insert Number], including all associated intellectual property rights (the "Patent");
WHEREAS, Licensee desires to obtain a one-time license to use the Patent for constructing individual buildings in the United States, and Licensor is willing to grant such a license under the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
2. Definitions
2.1 Patent: Refers to U.S. Patent No. [Insert Number], including all continuations, continuations-in-part, divisions, reissues, or extensions thereof.
2.2 Licensed Territory: The United States of America.
2.3 Licensed Field of Use: Construction of individual residential or commercial buildings utilizing the methods or technology covered by the Patent.
2.4 Licensed Rights: The one-time, non-exclusive, transferable right to use the Patent for a single construction project, as defined in this Agreement.
3. Grant of License
3.1 License Type: Licensor grants Licensee a one-time, non-exclusive license to use the Patent solely within the Licensed Territory and Licensed Field of Use for a single building project.
3.2 Transferability: Licensee may transfer or sell the license associated with this Agreement to another party, provided the transfer complies with the terms of this Agreement.
3.3 Compliance Responsibility: Licensee assumes full responsibility for ensuring the construction under this Agreement meets all applicable IRS and regulatory requirements.
3.4 Use Limitation: This license is limited to the construction of one building. Each additional use requires a separate agreement with Licensor.
4. Payments
4.1 License Fee: Licensee shall pay Licensor a fee of $1,000 per license for each building project until December 31, 2024. Beginning January 1, 2025, the fee shall be subject to increase as determined by Licensor.
4.2 Payment Terms: Payment shall be due in full upon execution of this Agreement and before the commencement of any activities under the Licensed Rights.
5. Audit Rights
Licensor reserves the right to audit Licensee’s financial records related to the use of the Patent upon 30 days’ written notice. Such audits shall occur during normal business hours and no more than once per calendar year, unless an audit reveals discrepancies exceeding 5% of the amounts owed. In such cases, Licensor may conduct additional audits. If an audit reveals underpayment, Licensee shall promptly pay the shortfall along with Licensor’s reasonable audit costs.
6. Obligations of Licensee
6.1 Compliance: Licensee shall comply with all applicable laws, regulations, and codes related to the construction project, including IRS requirements and industry standards.
6.2 Quality Control: Licensee shall ensure that all construction projects using the Patent meet agreed-upon quality standards and specifications.
7. Intellectual Property Rights
7.1 Ownership: All rights, title, and interest in and to the Patent remain exclusively with Licensor.
7.2 No Improvements: Licensee shall not modify, improve, or alter the Patent without Licensor’s prior written consent.
8. Term and Termination
8.1 Term: This Agreement shall remain effective until completion of the single building project authorized by this license.
8.2 Termination by Licensor: Licensor may terminate this Agreement if Licensee fails to pay the license fee, misuses the Patent, or breaches any material term of this Agreement and does not cure the breach within 30 days of written notice.
8.3 Effect of Termination: Upon termination, Licensee shall cease all use of the Patent and confirm in writing that no further use is being made of the technology.
9. Indemnification
9.1 By Licensee: Licensee agrees to indemnify and hold harmless Licensor against any claims, damages, or liabilities arising from Licensee’s use of the Patent, including but not limited to construction defects, regulatory violations, or third-party claims.
9.2 By Licensor: Licensor agrees to indemnify and hold harmless Licensee against any claims that the Patent infringes upon third-party intellectual property rights.
10. Legal Fees
In the event of any dispute arising from this Agreement, each Party shall bear its own legal fees unless a court of competent jurisdiction determines otherwise. However, the breaching Party shall reimburse the non-breaching Party for reasonable legal fees incurred in enforcing this Agreement.
11. Unauthorized Use Penalty
11.1 Penalty for Unauthorized Use: If Licensee uses the Patent for any construction project without obtaining a valid license or making the required payment under this Agreement, Licensee agrees to pay Licensor a penalty equal to three times the standard licensing fee for each unauthorized use, in addition to the standard licensing fee.
11.2 Additional Remedies: In addition to the penalty outlined in Section 11.1, Licensor reserves the right to pursue any and all legal remedies available, including injunctive relief and compensation for damages, attorney’s fees, and court costs.
12. Miscellaneous
11.2 Additional Remedies: In addition to the penalty outlined in Section 11.1, Licensor reserves the right to pursue any and all legal remedies available, including injunctive relief and compensation for damages, attorney’s fees, and court costs.
12.2 Notices: All notices under this Agreement shall be sent to the addresses listed in the preamble via certified mail or email with receipt confirmation.
12.3 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through mediation or binding arbitration in Fargo, North Dakota, in accordance with the rules of the [Insert Arbitration Body, e.g., AAA].
12.4 Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior agreements or understandings.
12.5 Amendments: No modification of this Agreement shall be valid unless in writing and signed by both Parties.
13. Retention of Environmental Benefits
13.1 Ownership of Carbon Credits
Licensor retains exclusive ownership of all carbon credits, offsets, or other environmental benefits resulting from the use, implementation, or operation of the Patent within the scope of this Agreement. The Licensee acknowledges that any carbon credits or environmental benefits generated from the utilization of the Licensed Rights shall solely accrue to the Licensor.
13.2 Prohibition on Independent Claims
The Licensee agrees not to claim, trade, transfer, or monetize any carbon credits or environmental benefits arising from activities associated with the Licensed Rights without the prior written consent of the Licensor.
13.3 Licensee’s Obligations
To facilitate Licensor’s retention of these rights:
(a) The Licensee shall provide all necessary documentation, data, and certifications reasonably requested by the Licensor to verify and secure applicable carbon credits or environmental benefits.
(b) The Licensee agrees to implement reasonable measures to support Licensor’s efforts in maintaining compliance with applicable carbon credit standards and reporting requirements.
13.4 Reporting and Audit Rights
Licensor reserves the right to conduct audits or request information from Licensee to verify compliance with this Section. Such audits shall be conducted in accordance with Section 5 (Audit Rights) of this Agreement.
13.5 Indemnification for Non-Compliance
Licensee shall indemnify and hold Licensor harmless against any claims, penalties, or liabilities resulting from Licensee’s non-compliance with this Section, including but not limited to claims related to the improper claiming or transfer of carbon credits.
14. Tax Disclaimer
The Licensor makes no representations or warranties regarding the availability, applicability, or eligibility of any tax credits, deductions, or incentives related to the use of the Patent or the Licensed Rights.
Licensee acknowledges and agrees that it is solely responsible for consulting with its tax advisors or consultants to determine any potential tax implications or benefits.
Licensor shall not be held liable for any tax-related decisions or interpretations made by the Licensee or its advisors.
IN WITNESS WHEREOF
The Parties have executed this Agreement as of the date first written above.
Licensor:
By: __________________________
Name: _______________________
Title: ________________________
Date: _________________________
Licensor:
By: __________________________
Name: _______________________
Title: ________________________
Date: _________________________