made and entered into on ......................... of ( ) ( ) by and
between ( ), a corporation organized and existing under the laws of
( ), having its main office and place of business at ( )
(hereinafter referred to as “Licensor”) and ( ), a corporation organized
and existing under the laws of the Republic of Korea, having its main office and
place of business at ( ), Republic of Korea (hereinafter referred to as
has long been engaged in the manufacture and sale of ( ) Products
(hereinafter referred to as “the Licensed Products”); and
has acquired and possesses valuable technical information on the design,
manufacture, erection and use of the Licensed Products; and
desires to obtain, and Licensor is willing to grant, the right and license to
manufacture, use and sell the Licensed Products utilizing technical information
furnished by Licensor.
NOW, THEREFORE, in
consideration of premises and covenants hereinafter set forth, the parties
hereto agree as follows :
As used in this
Agreement, the following terms have the following meanings respectively;
“Licensed Products” mean as mentioned below. As to details of the Products, the
stipulation of Appendix hereto shall apply.
“Technical Information” means all the technical knowledge, know-how, standard
calculations, data and information developed or otherwise generally used by
Licensor pertaining to the manufacture, use and sale of the Licensed Products.
“Contract Territory” means the territory subject to the Government of the
Republic of Korea.
“Industrial Property Rights” mean any or all rights under patents, utility
models and application therefore presently owned or hereafter acquired by
Licensor and/or which Licensor has or may have the right to control or grant
license thereof during the term hereof and which are applicable to or may be
used in manufacture of the Products. ( )
“Licensed Trademarks” shall mean the trademarks which are specified in
Appendix ( ) hereto.
Article 2. Grant
hereby grants to Licensee (an exclusive, a non-exclusive) right to manufacture,
use and sell the Licensed Products using the Industrial Property Rights and
Technical Information furnished by Licensor in the Contract Territory.
hereby grants to Licensee (an exclusive, a non-exclusive) right to sell the
Licensed Products to any country in the world (except).
Article 3. Sales
written request of Licensee, Licensor shall furnish Licensee with necessary
drawings, technical data and price information on a breakdown basis in order to
enable Licensee to prepare quotations, in so far as such information is
currently available from Licensor.
assist Licensee in selling the Licensed Products, Licensor will furnish Licensee
with one complete set of current materials generally used for sales promotion,
such as brochures, catalogues and technical data available from Licensor, which
cover the entire range of the Licensed Products.
Technical Assistance and Services
shall supply Licensee with the following data in order that Licensee may
manufacture to the best advantage the Licensed Products without delay.
a) Drawings for designing, manufacturing and assembling.
c) Materials list.
d) General calculation sheet.
e) Data for inspections and trial operations.
f) Fabrication and assembly procedures.
g) Operating and instruction manuals.
h) Any other necessary technical data and know-how generally used by
shall, by request of Licensee, permit a reasonable number of technical personnel
designated by Licensee to have opportunity to study the design and manufacture
of the Licensed Products at Licensor’s place of business. Licensee shall advise
Licensor, in advance, of the purposes, numbers, names, qualifications and
probable lengths of stay of Licensee’s designated personnel desiring to visit
Licensor. Licensor shall arrange to make available qualified personnel for
consultation with, and training of such Licensee’s personnel. Cost for round
trips, meals, lodging and other expenses of Licensee’s personnel despatched for
training shall be borne by Licensee.
written request of Licensee, Licensor shall send to Licensee, subject to
availability to personnel and to mutual agreement, qualified engineers and/or
technicians to render assistance and services to Licensee in connection with the
manufacture, sale and operation of the Licensed Products for a reasonable period
to be agreed upon by the parties hereto, provided, however, that Licensee agrees
to bear the travelling expenses to and from ( ) and living expenses in the
Republic of Korea incurred by any such engineer and/or technicians. Licensor
assures that such engineers and/or technicians are qualified with professional
standards and reasonable skill, and will perform the assistance and services
with care and diligence ( )
any time during the term of this Agreement one party hereto discovers or comes
into the possession of any improvements or further inventions relating to the
Licensed Products or in connection with the design, manufacture, use and sale of
the same, the party shall furnish the other party with information on such
improvements or further inventions without any delay and free of charge.
Article 6. Payment
consideration of the Technical Information and the Industrial Property Rights
furnished by Licensor to Licensee hereunder, Licensee shall pay to Licensor the
following royalties in the amount and in the manner specified below.
(a) Initial Payment
Licensee shall pay Licensor the initial payment in US Dollars equivalent to
( ), Payment of the Initial Payment shall be made by means of
telegraphic transfer remittance within ( ) days from the date of approval of
this Agreement by the authorities concerned, the Government of the Republic of
percent of net selling price for each sale of the Licensed Products.
(c) Net selling price shall be the gross invoice price of the Licensed
Products sold or otherwise disposed of by Licensee in normal, bona fide,
commercial transaction without any deduction other than the following items of
expenses, if any, to the extent to which they are actually paid and included in
the gross invoice price.
(1) Sales discount
(2) Sales returned
(3) Indirect taxes on sales
(4) Insurance premium on sales
(5) Packing expenses on sales
(6) Transport expenses on sales
(7) Sales commissions
(8) Advertisement fee
(9) Installation expenses at places where the Licensed Products are to be
(10) CIF price, and import duties of the raw materials, intermediate
goods, parts and other components purchased from Licensor.
2. For the
supervision and assistance by Licensor under paragraph 3 of Article 4, Licensee
shall pay to Licensor service fees at the rates specified in Appendix ( )
within ( ) days after receipt of an invoice from Licensor.
payments due under this Article shall be made in (US currency,) strictly in
accordance with this article, converted from Won at the official telegraphic
transfer selling rate of exchange prevailing in Seoul, Korea on the expiry date
of the immediately preceding ( ) month period of the calculation of the
payments made to Licensor hereunder shall be by means of official telegraphic
transfer remittance, mail transfer remittance, banker’s check or through
non-resident foreign currency deposit account established at bank(s) in (
) in the name of Licensee and shall be remitted to the bank designated by
Article 7. Supply
of component, parts and raw materials
Licensee’s written request, Licensor shall supply components, parts and raw
materials to Licensee in due time and at reasonable and competitive prices.
shall open irrevocable Letter of Credit to buy components, parts and raw
materials from Licensor.
Records, Auditing and Reports
shall send its statement of royalties due for the immediately preceding ( )
month period together with full evidences which Licensor may require, to reach
Licensor not later than ( ) days after the expiration of the immediately
preceding ( ) month period.
2. At the
time of remitting the royalties, Licensee shall submit to Licensor a written
report stating the net selling price, overall order price with clients, the
number, and the type of the Licensed Products sold or used by Licensee under
this Agreement during the ( ) month period ended on 30 June and 31 December
the terms of this Agreement, Licensor shall be responsible for damage resulting
from defective Technical Information and parts furnished to Licensee by
shall not be responsible for consequential damages resulting from the faulty
application of Technical Information by Licensee.
Duration and Termination
Agreement shall be effective for an initial period of ( ) years from the
effective date of this Agreement.
the end of this period, the Agreement shall expire without notice. The parties
may agree to extend the term of this Agreement, provided, however, that any
extension shall be subject to the necessary approval by the Government of the
Republic of Korea.
either party hereto continues in default of any obligation imposed on it here in
for more than ( ) days after written notice has been dispatched by registered
airmail by the other party requesting the party in default to remedy such
default, the other party may terminate this effect by registered airmail to the
first party and this Agreement shall terminate on the date of dispatch of such
event of bankruptcy, receivership, insolvency or assignment for the benefit of
creditors of either party hereto, the other party may terminate this Agreement,
effective immediately by giving the first party written notice to that effect.
Article 11. Use of
Trademark and Brand Name
hereby grants to Licensee, upon the terms and conditions hereinafter specified,
(an exclusive, a non-exclusive), non-assignable licence to use the Licensed
Trademarks during such time as this Agreement subsist in such manner as not to
deceive the public, on and in connection with the Licensed Products. Licensor
will not grant a Licence to use the Licensed Trademarks in the Contract
Territory to any other third party in Korea during the term of this Agreement.
shall be entitled to use Licensed Trademarks on Licensee’s letter headings,
invoices and all advertising and promotional material in such form and in such
manner as shall be approved at the first consulting in writing with the
Licensed Trademark shall be used only after it has been duly registered with the
Patent Office, and after this Agreement has also been duly registered with the
License to use the Licensed Trademark is provided on a royalty free basis.
5. If this
Agreement is terminated, Licensee shall immediately cease using the Licensed
Article 12. Patent
any Licensed Product manufactured by Licensee strictly in accordance with the
Technical Information supplied by Licensor under this Agreement partially or
totally infringe of patent right belonging to the third party which shall make a
claim against Licensee for alleged infringement of such patent right, Licensee
shall immediately by telex inform Licensor thereof and transfer the claim with
all pertinent details to Licensor, who shall be responsible for handling of the
claim and Licensee shall in no respect have any responsibility for the claim
from such party.
Licensee agree that it shall not without prior written consent of Licensor sell,
assign or divulge the Technical Information disclosed and furnished by Licensor
hereunder in any manner to anyone except those of its employees and its
subcontractors who will be using such information in the manufacture and
erection of the Licensed Products.
duties, taxes and any similar charges which may be imposed by the Korean
Government with respect to this Agreement shall be borne by Licensee. All other
customs duties, taxes and similar charges which may occur in ( ) as a
result of entering into this Agreement shall be paid by Licensor.
dispute arising under or by virtue of this Agreement or any difference of
opinion between the parties hereto concerning their rights and obligations under
this Agreement, shall be finally resolved by arbitration. Such arbitration
proceedings shall take place in (Seoul, Geneva) in accordance with the
applicable rules of arbitration of (the Korean Commercial Arbitration Board, the
International Chamber of Commerce), but the proceedings should take place in the
English language. The decision of the arbitration proceedings shall be final
and binding upon both parties.
clearly understood and agreed by both parties that this Agreement shall be
deemed effective when all conditions imposed by the Korean Government and the
Government of ( ) shall have been met to the satisfaction of
Licensor and Licensee.
date of the letter of such government approval shall become the effective date
of this Agreement. Licensee and Licensor shall notify in writing to the other
party specifying the date of their respective Government’s approval.
Agreement shall be construed and interpreted in accordance with the laws of the
Republic of Korea.
Article 18. Force
party shall be liable to the other party for non-performance or delay in
performance of any of its obligation under this Agreement due to causes
reasonably beyond its control including fire, flood, strikes, labour troubles or
other industrial disturbances, unavoidable accidents, governmental regulations,
riots, and insurrections. Upon the occurrence of such a force majeure condition
the affected party shall immediately notify the other party with as much detail
as possible and shall promptly inform the other party of any further
developments. Immediately after the cause is removed, the affected party shall
perform such obligations with all due speed unless the Agreement is previously
terminated in accordance with Article 10 hereof.
communication notices or the like between the parties shall be valid when made
by telegraph or telex communication subsequently to be confirmed in writing and
addressed to the following addresses.
language to be used in rendering the Technical Information disclosed and
furnished to Licensee by Licensor under this Agreement shall be in English.
language for correspondence between the parties and any documentation shall be
instrument embodies the entire agreement and understanding between the parties
hereto relative to the subject matter hereof and there are no understandings,
agreements, conditions or representations, oral or written, expressed or
implied, with reference to the subject matter hereof that are not merged herein
or superseded hereby. No modification hereof shall be of any force or effect
unless reduced to writing and signed by the parties claimed to be bound thereby
and no modification shall be effected by the acknowledgement or acceptance of
any order containing different conditions.
IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.
For and on behalf
of For and on
Typed name :