Limited NRC Patent Licence agreement

Read this licence agreement carefully. It contains very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. By submitting an order to NRC to purchase a limited licence to use the patents you selected, you are consenting to be bound by and are becoming a party to this agreement. If you do not agree to all of the terms of this agreement, do not submit an order. An order will not be cancelled and a refund will not be provided if you have submitted an order. Licences granted under this agreement are intended for professional use only.

Please contact us for any queries at:

Intellectual Property Management, Business Management Services
National Research Council of Canada
1200 Montreal Road
Ottawa, Ontario K1A 0R6
Toll free:1-877-672-2672
Tel: (613) 949-3669
Fax: (613) 952-6082

1. Definitions

1.1 "Agreement" means this Limited NRC Patent Licence Agreement between You and the National Research Council of Canada.

1.2 "Effective Date" means the date on which NRC successfully processed Your payment for all Selected Patent Rights You selected.

1.3 "Licensing Fee" means the amount You were charged for the Selected Patent Right.

1.4 "NRC" means the National Research Council of Canada, a departmental corporation of the Government of Canada.

1.5 "Selected Patent Right(s)" means all the published patent applications and patents corresponding to each single invention You selected.

1.6 "You" means the natural or legal person in whose name the Selected Patent Rights are licensed. The possessive adjective "Your" and "Yourself" has a corresponding meaning.

2. Grant of limited licence

2.1 Grant of Limited Licence

In consideration of receipt by NRC of the Licensing Fee and Your acceptance of the terms and conditions of this Agreement, NRC grants to You, and You accept, a non-exclusive, non-transferable, time-limited, royalty-free licence to reproduce, make, use, or improve the invention described and claimed in the Selected Patent Rights, but only for Your Reseach and Development Use. "Your Research and Development Use" means the use of the Selected Patent Rights exclusively by You, Your employees, Your contractors, and Your consultants for the purpose of deciding whether to enter into negotiations with NRC for a licence contract that will permit You or Your possible or actual licensee(s) to use the Selected Patent Rights for deriving profits or other commercial or business benefits, or for providing services to third parties, whether for free or for a fee. For the avoidance of doubt, Your Research and Development Use excludes selling, offering for sale, exporting, importing, or using products, processes or services based upon, derived or otherwise making use of the Selected Patent Rights in return for financial compensation. It also excludes the gifting of products or services based upon, derived or otherwise making use the Selected Patent Rights in quantities or values that exceed reasonable amounts required to evaluate the Selected Patent Rights.

2.2 No Sublicensing

The licence granted in this Agreement is personal to You and You may not sublicense the Selected Patent Rights to others, including Your affiliates, whether for free or for a fee. Should your affiliates require access to the Selected Patent Rights, they must accept the terms of the then current Limited NRC Patent License Agreement and pay the required Licensing Fees.

2.3 No Transfer of Ownership of the Selected Patent Rights

All Selected Patent Rights remain the property of NRC. This Agreement does not give You any ownership rights to the Selected Patent Rights.

3. Patenting responsibilities

3.1 Patenting Responsibility

NRC is responsible to prosecute and maintain the Selected Patent Rights. NRC shall use reasonable efforts to maintain the Selected Patent Rights and shall not allow the Selected Patent Rights to lapse for failure to comply with maintenance obligations.

4. Technical assistance

4.1 No Technical Assistance

You hereby agree that NRC is under no obligation whatsoever to provide You with support for the Selected Patent Rights. You may request technical assistance by contacting NRC at the address above. If NRC agrees to provide You with technical assistance, such support will be provided under a separate contract between You and NRC.

5. Patents of improvements

5.1 NRC's Improvements

NRC reserves the right to patent improvements relating to the Selected Patent Rights. NRC is under no obligation whatsoever to make such new patent rights available to You under this Agreement or under any other agreement.

5.2 Your Improvements

In the event that You patent improvements relating to the Selected Patent Rights, You will notify NRC at the address above and provide to NRC the patent application numbers and countries in which You filed Your patent applications. You are under no obligation whatsoever to make Your patent rights available to NRC under this Agreement or under any other agreement.

6. Confidentiality

6.1 NRC's Obligations

NRC shall maintain in confidence that You have purchased a limited licence for the Selected Patent Rights for the duration of this Agreement and for a period of up to two (2) years after termination of this Agreement, provided that this information is not already in the public domain through channels independent of the NRC and the information is not required to be disclosed by law, including under any request made pursuant to the Access to Information Act of Canada. This clause continues in full force and effect after the expiry or premature termination of this Agreement.

Notwithstanding the foregoing, NRC may disclose the particulars of this Agreement to other government authorities, its officers and employees for internal administrative and business purposes, to the extent that such disclosure does not result in a public release of the existence of this Agreement along with the identity of the Selected Patent Rights.

7. Use of NRC's name

7.1 Control of Use

NRC reserves the right, in its sole discretion, to control any unauthorized use of its name or identity marks and may notify You that You must immediately cease any such use, including any abbreviations, words, wordmarks, logos or images that imply an association with NRC. Upon receipt of such notification, You must use Your best efforts to withdraw from circulation any written material that represents an unauthorized use of NRC's name or identity marks.

8. Term and termination

8.1 Effective Date and Duration

This Agreement becomes effective once You accept its terms and conditions and remains in effect for one Gregorian calendar year, unless it is terminated prematurely as per paragraph 8.2.

8.2 Termination

This Agreement terminates automatically and immediately by reason of default if You commit or permit a breach of any of its terms and conditions.

8.3 Effect of Expiry or Premature Termination

Upon expiry or premature termination You will cease all use of all Selected Patent Rights and destroy any products You have in your possession that makes use of or are otherwise based upon or derived from the Selected Patent Rights, unless You have concluded a separate licence agreement with NRC for the Selected Patent Rights.

9. General provisions

9.1 Interpretation of Agreement

This Agreement constitutes the entire agreement between You and NRC concerning the Selected Patent Rights and it supersedes any prior agreement or representation. No amendment or waiver of terms in this Agreement is effective unless it is in writing, signed by both parties hereto.

9.2 Titles and Headings

The titles and headings used in this Agreement are included for convenience of reference only and are not to be used for purposes of construction or interpretation.

9.3 Number and Gender

Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.

9.4 Applicable Laws and Jurisdiction

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its rules on the conflict of laws. The parties shall submit all disputes arising out of or in connection with this Agreement to the jurisdiction of the courts of the Province of Ontario, and all courts competent to hear appeals therefrom. The Parties expressly exclude any conflict of laws rules or principles that might refer disputes under this Agreement to the laws of another jurisdiction. This clause continues in full force and effect after the expiry or premature termination of this Agreement.

9.5 Equitable Relief

You agree that any breach of this Agreement by You could cause irreparable damage to NRC, and that, in event of such breach, in addition to any and all remedies at law, NRC will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement. This clause continues in full force and effect after the expiry or premature termination of this Agreement.

9.6 Assignment

This Agreement, and any licence granted pursuant to it, is personal to the parties, so that neither its assignment, nor its assumption by a corporation formed by amalgamation of a party with a third party, is valid except by written consent of all parties, which consent shall not be unreasonably withheld.

9.7 No Joint Venture / Licensee not an Agent or Partner

This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Neither party has the authority to act on behalf of any other party, or to commit any other party in any manner at all or cause any other party's name to be used in any way not specifically authorized by this Agreement.

9.8 Severability

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision or part thereof shall be deemed severed herefrom and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

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