Party 1 Full name of the establishment: Commercial registration number: Tax number: Address of the headquarters: Name of the legal representative who signed: Title of the representative (Manager/Authorized): Phone: Email: | Party 2 Full name of the establishment: Commercial registration number: Tax number: Address of the headquarters: Name of the legal representative who signed: Title of the representative (Manager/Authorized): Phone: Email: |
By this contract concluded between the two parties whose complete details are set forth in the attached contracting form, referred to herein as “the First Party” (the Licensor / Owner of the Patent) and “the Second Party” (the Licensee / Beneficiary of the License), collectively referred to as “the Parties.” In accordance with the provisions of the Egyptian Civil Law No. 131 of 1948, the Intellectual Property Rights Protection Law No. 82 of 2002 (especially Articles 1-54 regarding patents), the Commercial Law No. 17 of 1999, the Personal Data Protection Law No. 151 of 2020, and the applicable laws and regulations in the Arab Republic of Egypt, this agreement aims to organize the patent licensing relationship between the First Party (the Licensor / Owner of the Patent) and the Second Party (the Licensee / Beneficiary of the License), whereby the Licensor grants the Licensee a license to exploit a registered patent (including the right to manufacture, use, sell, import, and sub-license) within a defined scope (products, services, geographical area, and time period), in exchange for agreed license fees and royalties, while maintaining the rights of the patent owner, and specifying the obligations of the Licensee to maintain the confidentiality of technical information, comply with regulatory obligations, report any infringements, and the terms of indemnification and penalties, as well as the rights of termination and cancellation, all within a framework of transparency and adherence to the highest standards of intellectual property protection and the governing laws in the Arab Republic of Egypt. The Parties have agreed to the following:
Article (1) Definitions of the Contract
1- The words and phrases listed below - wherever mentioned in this agreement - shall have the meanings set forth alongside each, unless the context dictates a different meaning:
2- Contract: refers to this patent license agreement in its entirety, including its provisions and annexes, and its preamble shall be considered an integral part thereof.
3- Licensor / Patent Owner: the first party to this contract, who is the legal owner of the registered patent, and is authorized to grant licenses to exploit it to others.
4- Licensee: the second party to this contract, who is the natural or legal person that obtains a license to exploit the patent.
5- Patent: the legal right granted to the patent owner, which confers on them the exclusive right to exploit the invention and prevents others from manufacturing, using, selling, or importing it without their permission, as detailed in Annex (1) of this contract.
6- Invention: the new technical solution invented by the inventor in any field of technology, which includes a product, process, method, or improvement thereof, and is protected by a patent.
7- Licensed Products / Processes: the products, processes, or methods covered by the invention, which the licensee is allowed to exploit under this contract, as specified in Article (2) of this contract.
8- Scope of the License: the geographical area and the technical field designated for the exploitation of the patent, as specified in Annex (2) of this contract.
9- Duration of the License: the period during which the license is granted, as specified in Article (3) of this contract.
10- License Fees: the monetary amount that the licensee is obliged to pay the licensor in exchange for the license, as specified in Article (5) of this contract.
11- Royalties: the percentage of net sales of the licensed products or processes payable to the licensor, as specified in Article (5) of this contract.
12- Minimum Annual Royalties: the minimum royalties that the licensee is obligated to pay annually, regardless of the actual sales volume.
13- Technical Information: all technical and scientific information related to the patent, including drawings, diagrams, specifications, formulas, manufacturing methods, experimental results, data, and any other information necessary for the exploitation of the patent.
14- Sub-licensing: granting the licensee a license to a third party to exploit the patent.
15- Exclusivity: the exclusive right of the licensee to exploit the patent within the specified scope of the license, such that the licensor is not entitled to grant licenses to other parties within the same scope during the term of the license.
16- Registration: the registration of the patent in the official patent register of the Arab Republic of Egypt (or in the countries included in the license).
17- Related Parties: includes subsidiaries, parent companies, sister companies, as well as directors, employees, contractors, consultants, agents, and representatives.
Article (2) Subject of the Contract and Scope of the License
1- Firstly: The patent subject to the license:
2- The licensor grants the licensee a license to exploit the following patent, which is detailed in Annex (1) of this contract:
3- Title of the invention:
4- Patent number:
5- Registration date:
6- Expiry date:
7- Inventor(s):
8- Granting authority:
9- Description of the invention:
10- Summary of the invention:
11- Drawings and diagrams: Attached in Annex (1) of this contract.
12- Secondly: Licensed products/processes: