Seller License Agreement (Company)
This Agreement (“Agreement”) is made effective as of (“Effective Date”) by and between:
Products Pending, a business entity currently in formation and not yet incorporated or trading, with principal address at 1 The Road, Liverpool, L11 7PW (“Discloser” or “Licensor”)
and
[Company Name to be completed upon registration]
[User Name to be completed upon registration]
[Address to be completed upon registration]
(“Recipient” or “Licensee”)
​
1. Purpose
1.1 The purpose of this Agreement is to set out the terms under which the Licensor grants the Platform rights to license the Licensor’s intellectual property and the related terms of the licensing relationship.
2. Definitions
2.1 In this Agreement, unless the context otherwise requires:
“Licensed IP” means all ideas, designs, and related intellectual property that the Licensor uploads, submits, or otherwise provides to the Platform from time to time, whether before or after the Effective Date.
“Platform” means Products Pending as defined above.
“Licensees” means third parties who obtain licenses to use the Licensed IP from the Platform.
“Exclusivity Period” means the period of nine (9) months from the Effective Date during which the Platform has exclusive rights to license the Licensed IP.
3. Platform Services and Benefits
3.1 Complimentary Access: The Platform may provide the Licensor with complimentary access to the Products Pending “Vault” service for the storage and management of Licensed IP and related materials.
3.2 Terms Incorporated by Reference: Use of the Vault is governed by the Products Pending Vault Terms of Use (Company Users), which are incorporated into this Agreement by reference. The Licensor must accept the Vault Terms of Use at activation of Vault access by ticking an acceptance checkbox. The Vault Terms of Use will be made available at:
https://www.productspending.com/vault-terms-of-use-company
3.3 Ownership and Limited License to Operate the Service: The Licensor retains ownership of all content stored in the Vault (“Vaulted IP”). The Licensor grants the Platform a limited, non-exclusive, royalty-free license to host, store, back up, transmit, and otherwise process Vaulted IP solely to provide, maintain, secure, and support the Vault service.
3.4 Confidentiality, Security, and Data Protection: The Platform shall implement appropriate technical and organisational measures to protect Vaulted IP against unauthorised or unlawful processing and against accidental loss, destruction, or damage, and shall keep Vaulted IP confidential, subject to disclosures required by law or expressly authorised by the Licensor. Each party shall comply with applicable data protection laws (including GDPR where applicable). Where required by law, the parties shall enter into a separate Data Processing Agreement, which is incorporated by reference when executed.
3.5 Service Changes and Availability: Complimentary Vault access is provided “as is” and “as available.” The Platform may modify, suspend, or discontinue the complimentary Vault access at any time upon reasonable notice. Any paid Vault services, if later purchased, will be governed by the then-current terms applicable to such paid services.
3.6 Termination and Retrieval: Upon termination of the Licensor’s Vault access or this Agreement, the Licensor will have a reasonable period (as described in the Vault Terms of Use) to export or retrieve Vaulted IP. After that period, the Platform may delete Vaulted IP in accordance with the Vault Terms of Use and its data retention policies.
3.7 Order of Precedence: In the event of a direct conflict between this Agreement and the Vault Terms of Use relating to the Vault service, the Vault Terms of Use shall prevail solely for Vault-related matters. In all other respects, this Agreement controls.
4. Grant of License and Exclusivity
4.1 The Licensor hereby grants the Platform the exclusive right and authority to license the Licensor’s ideas, designs, and related intellectual property (“Licensed IP”) to third parties (“Licensees”) on behalf of the Licensor.
4.2 This exclusivity shall last for a period of nine (9) months from the Effective Date (“Exclusivity Period”).
4.3 If the Licensed IP is not licensed to any third party within the Exclusivity Period, all exclusive rights granted to the Platform shall automatically revert to the Licensor without further action.
4.4 During the Exclusivity Period, the Licensor shall not license, sell, or otherwise grant rights to the Licensed IP to any third party other than the Platform.
4.5 The Platform may grant exclusive licenses to Licensees, whereby such Licensees shall have the exclusive right to use the Licensed IP within the scope of the license granted and shall not sublicense, assign, or otherwise transfer the Licensed IP to any third party without the prior written consent of the Platform and the Licensor.
4.6 The Platform shall not sublicense its rights under this Agreement without the prior written consent of the Licensor. Unauthorised sublicensing shall be deemed a material breach and entitle the Licensor to terminate this Agreement immediately upon written notice.
5. Royalties and Commission
5.1 The Platform shall be entitled to a commission equal to twenty percent (20%) of all royalties and licensing fees received from Licensees for the Licensed IP.
5.2 The Licensor shall receive the remaining eighty percent (80%) of such royalties and fees.
5.3 The Platform shall provide the Licensor with a statement of royalties collected and payable at least quarterly.
5.4 Payments to the Licensor shall be made within thirty (30) days of the end of each quarter.
5.5 The Licensor shall have the right, upon reasonable prior written notice and during normal business hours, to audit the Platform’s records relating to royalties payable under this Agreement, no more than once per calendar year. Audits shall be conducted by an independent auditor reasonably acceptable to the Platform, and the Licensor shall bear the cost unless a material discrepancy exceeding 5% is found, in which case the Platform shall bear the reasonable audit costs.
5.6 All payments shall be made in Pound Sterling (£) by bank transfer to an account designated by the Licensor.
6. Licensor Representations and Warranties
6.1 The Licensor represents and warrants that:
(a) It is the sole owner or has all necessary rights to license the Licensed IP.
(b) The Licensed IP does not infringe any third-party intellectual property rights.
(c) The Licensed IP is free of any liens, encumbrances, or restrictions.
(d) The Licensed IP has not been publicly disclosed, published, or licensed to any third party prior to uploading to the Platform, and the Licensor has full authority to grant exclusive licensing rights to the Platform.
6.2 The Licensor agrees to indemnify and hold harmless the Platform from any claims arising from breach of these warranties.
7. Platform Obligations
7.1 The Platform agrees to use commercially reasonable efforts to market and license the Licensed IP.
7.2 The Platform shall collect all royalties and fees from Licensees and distribute payments to the Licensor as set forth herein.
7.3 The Platform shall ensure Licensees comply with the terms of their licenses and shall notify the Licensor of any material breaches.
7.4 The Licensor acknowledges that Licensees will be subject to separate agreements which govern their use of the Licensed IP. The Platform agrees to maintain Licensee agreements that are robust and aligned with the terms of this Agreement to ensure consistent enforcement of rights and obligations.
8. Quality Control and Approval
8.1 The Licensor shall have the right to review and approve any material marketing or licensing terms related to the Licensed IP, such approval not to be unreasonably withheld or delayed.
9. Confidentiality
9.1 Both parties agree to keep confidential any non-public information received in connection with this Agreement for a period of three (3) years following termination of this Agreement, except as required by law or court order.
10. Data Protection
10.1 Both parties shall comply with applicable data protection laws, including GDPR where applicable, in relation to any personal data processed under this Agreement.
10.2 The parties shall enter into a separate data processing agreement if required by law.
11. Term and Termination
11.1 This Agreement shall commence on the Effective Date and continue until terminated by either party with thirty (30) days’ written notice, subject to the exclusivity and reversion provisions.
11.2 Termination shall not affect accrued rights or obligations.
11.3 Licenses granted to Licensees prior to termination shall survive termination according to their terms.
12. Intellectual Property Rights
12.1 Ownership of the Licensed IP remains with the Licensor.
12.2 The Platform’s rights are limited to licensing the Licensed IP on behalf of the Licensor during the Exclusivity Period.
13. Indemnity and Limitation of Liability
13.1 Each party shall indemnify the other against claims arising from breach of this Agreement.
13.2 Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages.
14. Force Majeure
14.1 Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or governmental actions.
14.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.
15. Notices
15.1 All notices under this Agreement shall be in writing and delivered by hand, email (with confirmation), or registered mail to the addresses specified by the parties.
15.2 Notices shall be deemed received: (a) if delivered by hand, upon delivery; (b) if sent by email, upon confirmation of receipt; (c) if sent by registered mail, three (3) business days after posting.
16. Assignment
16.1 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party.
17. Moral Rights
17.1 To the extent permitted by law, the Licensor hereby waives any moral rights in the Licensed IP that may prevent or restrict the Platform’s use or licensing of the Licensed IP.
18. Dispute Escalation
18.1 Prior to initiating arbitration or litigation, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
18.2 If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to attempt mediation with a mutually agreed mediator before proceeding to arbitration.
19. Intellectual Property Infringement
19.1 In the event of any claim or allegation of infringement of third-party intellectual property rights relating to the Licensed IP, the Platform shall promptly notify the Licensor.
19.2 The Platform shall have the right to control the defense and settlement of such claims, provided that the Licensor’s interests are reasonably protected and the Licensor is consulted in good faith.
20. Insurance
20.1 The Platform and Licensor agree to maintain appropriate insurance coverage, including but not limited to professional indemnity and intellectual property insurance, as reasonably required to cover liabilities arising under this Agreement.
21. Technology and Platform Availability
21.1 The Platform shall use commercially reasonable efforts to ensure the availability and performance of the Platform.
21.2 The Platform shall notify the Licensor promptly of any significant outages or disruptions and shall use reasonable efforts to restore service as soon as practicable.
22. No Partnership or Agency
22.1 No partnership, joint venture, or agency is created.
22.2 Each party acts on its own behalf.
23. Miscellaneous
23.1 Waiver: Failure to enforce any provision shall not constitute waiver.
23.2 Severability: If any provision is held invalid, the remainder shall remain in effect.
23.3 Relationship: The parties are independent contractors; no partnership or agency is created.
23.4 No Third-Party Beneficiaries: This Agreement does not confer rights on third parties.
24. Entire Agreement
24.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
25. Pre-Incorporation
25.1 The Platform represents that it is currently in the process of incorporation and is not yet a registered company. Upon incorporation, the Platform shall notify the Licensor in writing and this Agreement shall be deemed to be assigned to and assumed by the incorporated entity without further action. The Licensor agrees to be bound by this Agreement as if entered into with the incorporated entity from the Effective Date.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorised representatives as of the Effective date. [Date and Time).
For Products Pending (Licensor):
By:
Title:
For [Company Name] (Licensee):
By:
Title: