INTELLECTUAL PROPERTY RIGHTS (IPR) AGREEMENT

(As per the Indian Contract Act, 1872 & Applicable Intellectual Property Laws in India)

This Intellectual Property Rights (IPR) Agreement is made and entered into on [Date], at [Place], by and between:

1. Owner/Assignor: [Owner’s Full Name/Company Name], a [individual/company] registered under [Applicable Law], having its registered office at [Address] (hereinafter referred to as the “Owner” or “Assignor”).
2. Licensee/Assignee: [Licensee/Assignee’s Full Name/Company Name], a [individual/company] registered under [Applicable Law], having its office at [Address] (hereinafter referred to as the “Licensee” or “Assignee”).

(The Owner and Licensee shall be collectively referred to as “Parties” and individually as a “Party”).

1. DEFINITIONS

1.1 Intellectual Property (IP): Includes patents, trademarks, copyrights, trade secrets, designs, or any other proprietary rights belonging to the Owner.
1.2 Licensed/Assigned Rights: Specifies the scope of IP being transferred, assigned, or licensed under this agreement.
1.3 Territory: The geographical area where the IP rights shall be applicable (India/Worldwide/Specific Region).
1.4 Term: The duration of the agreement, including renewal conditions.

2. NATURE OF AGREEMENT

2.1 Assignment (if applicable): The Owner transfers full ownership of the IP to the Assignee in exchange for agreed compensation.
OR
2.2 License (if applicable): The Owner grants a license to the Licensee to use the IP under specific conditions, which may be:

• Exclusive License: Only the Licensee can use the IP.
• Non-Exclusive License: The Owner may license the IP to multiple parties.
• Limited License: Usage restricted to specific industries/products.

3. CONSIDERATION & ROYALTY

3.1 The Licensee/Assignee shall pay the Owner:

• A one-time payment of ₹[Amount] (Rupees [Amount in Words]) OR
• A royalty fee of [Percentage]% on net sales revenue.
  3.2 Payment shall be made via [Bank Transfer/Cheque/DD] into the Owner’s account.
  3.3 Late payments shall attract a penalty of [Rate]% per month.

4. REPRESENTATIONS & WARRANTIES

4.1 The Owner warrants that:

• They are the lawful owner of the IP.
• The IP is free from encumbrances or disputes.
• The IP does not infringe upon any third-party rights.
  4.2 The Licensee/Assignee warrants that:
• They will not misuse, alter, or exceed the agreed scope of IP usage.
• They will not sublicense the IP without prior approval.

5. TERM & TERMINATION

5.1 The agreement shall remain valid for [Number] years unless terminated earlier.
5.2 Either party may terminate this agreement with [Number] days prior written notice in case of:

• Breach of contract terms.
• Failure to pay the agreed fees/royalties.
• Legal disputes affecting the IP.
  5.3 Upon termination:
• The Licensee/Assignee shall cease all use of the IP.
• Any outstanding payments shall be settled within [Number] days.

6. CONFIDENTIALITY

6.1 Both parties agree to maintain the confidentiality of any sensitive information related to the IP.
6.2 The Licensee/Assignee shall not disclose trade secrets or proprietary details to third parties without written consent.

7. INDEMNITY & LIABILITY

7.1 The Owner shall indemnify the Licensee against any third-party IP infringement claims.
7.2 The Licensee shall indemnify the Owner against misuse or unauthorized reproduction of the IP.
7.3 Neither party shall be liable for indirect or consequential damages.

8. FORCE MAJEURE

Neither party shall be held liable for delays due to natural disasters, government actions, legal disputes, or unforeseen events.

9. DISPUTE RESOLUTION & GOVERNING LAW

9.1 Any disputes shall first be resolved through mutual discussion.
9.2 If unresolved, disputes shall be settled through arbitration under the Arbitration and Conciliation Act, 1996.
9.3 The courts of [City] shall have exclusive jurisdiction, and this agreement shall be governed by Indian law.

10. GENERAL CLAUSES

10.1 Entire Agreement: This contract represents the entire agreement between the parties.
10.2 Amendments: Any changes must be in writing and signed by both parties.
10.3 Severability: If any clause is found invalid, the remaining provisions shall still be enforceable.

IN WITNESS WHEREOF

The parties have read, understood, and agreed to the terms and conditions set forth in this Agreement and have signed below:

For Owner/Assignor
Signature: _______________
Name: ___________________
Designation: _____________
Date: _______________

For Licensee/Assignee
Signature: _______________
Name: ___________________
Designation: _____________
Date: _______________

Witness 1
Signature: _______________
Name: ___________________
Address: ________________

Witness 2
Signature: _______________
Name: ___________________
Address: ________________

This Intellectual Property Rights Agreement ensures clear ownership, protection, and compliance under Indian laws.