EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT
This Exclusive Distribution License Agreement (the "Agreement") is made and entered into as of
the effective date of signing by and between [Your Company Name] represented by
[Representative name] ("Licensor"), a [State/Province/Country] corporation with its principal
place of business at [address], and [Partner Company Name] represented by [Representative
name] ("Licensee"), a Ghanaian corporation with its principal place of business at [address].
RECITALS
WHEREAS, Licensor owns all rights, title, and interest in and to certain proprietary technology
(the "Technology") and desires to grant to Licensee an exclusive license to distribute and use
the Technology in Ghana (the "Territory"); and
WHEREAS, Licensee desires to obtain an exclusive license to distribute and use the
Technology in the Territory and is willing to pay a license fee and issue equity to Licensor as
consideration for such license.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties agree as follows:
1. LICENSE GRANT.
1.1 Licensor hereby grants to Licensee an exclusive license to distribute and use the
Technology in the Territory during the term of this Agreement.
1.2 The license is non-exclusive with respect to Licensor and its affiliates.
1.3 The license is non-transferable, except with the prior written consent of Licensor.
1.4 The license is limited to the Territory.
2. TERM AND TERMINATION.
2.1 The term of this Agreement shall be [number] years from the effective date of this
Agreement.
2.2 Either party may terminate this Agreement for cause if the other party breaches any
material provision of this Agreement and fails to cure such breach within [number]
days of receipt of written notice of such breach.
2.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the
Technology and return or destroy all Confidential Information (as defined in Section
4.1) and other materials provided by Licensor, unless otherwise agreed in writing by
Licensor.
3. LICENSE FEE AND EQUITY.
3.1 In consideration of the license granted under Section 1, Licensee shall pay Licensor
a license fee equal to 70% of the gross revenue or net profit generated by Licensee
from the distribution and use of the Technology in the Territory. The license fee shall
be paid on a monthly basis, within 15 days after the end of each calendar month, and
shall be calculated based on the gross revenue or net profit for the preceding month.
3.2 Licensee agrees to issue and sell to Licensor, and Licensor agrees to purchase from
Licensee, 70% of the equity in Licensee’s local company at a price of $1 per share.
The purchase price for the equity shall be paid by offsetting the license fee owed by
Licensee to Licensor. The equity sale shall occur at any time Licensor is ready to
purchase the pre-sold shares in Licensee’s local company.
4. CONFIDENTIALITY.
4.1 During the term of this Agreement, each party may disclose to the other party certain
confidential or proprietary information, including without limitation, trade secrets,
know-how, technical data, research and development activities, business plans,
financial information, customer and supplier lists, and other proprietary information
("Confidential Information").
4.2 The receiving party shall use the Confidential Information only for the purposes of
this Agreement and shall not disclose or use the Confidential Information for any
other purpose without the prior written consent of the disclosing party.
4.3 Each party shall take reasonable measures to protect the Confidential Information
from unauthorized disclosure or use.
5. INTELLECTUAL PROPERTY.
5.1 Licensor owns all right, title, and interest in and to the Technology, including all
intellectual property rights therein.
5.2 Licensee acknowledges that the Technology is confidential and proprietary to
Licensor, and that all modifications, enhancements, updates, or improvements to the
Technology made by Licensee shall be the sole and exclusive property of Licensor.
5.3 Licensee agrees to cooperate with Licensor in protecting the intellectual property
rights in the Technology, including but not limited to executing any documents
necessary to apply for or maintain patents or trademarks, and to notify Licensor
immediately of any unauthorized use or infringement of the Technology.
6. NON-COMPETE.
6.1 During the term of this Agreement and for a period of [number] years after the
termination of this Agreement, Licensee agrees not to compete with Licensor in the
distribution and use of the Technology in the Territory.
6.2 Licensee acknowledges that the non-compete provisions of this Agreement are
reasonable and necessary to protect the proprietary interests of Licensor.
7. MISCELLANEOUS.
7.1 This Agreement represents the entire agreement between the parties and
supersedes all prior negotiations, agreements, and understandings, whether written
or oral.
7.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
7.3 This Agreement shall be governed by and construed in accordance with the laws of
the State/Province/Country where Licensor is located, without giving effect to any
choice of law or conflict of law provision or rule.
7.4 In the event of any dispute or disagreement arising between the parties in connection
with this agreement, the parties shall first attempt to resolve the dispute amicably
through good faith negotiations. If the dispute cannot be resolved through
negotiation, the parties agree to attempt to resolve the dispute through mediation in
accordance with the rules of [insert name of mediation institution] before resorting to
arbitration.
7.5 This Agreement may not be amended or modified except in writing signed by both
parties.
7.6 Any notices required or permitted to be given under this Agreement shall be in
writing and shall be delivered by hand, by certified mail, return receipt requested, or
by email to the addresses specified in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
[Your Company Name]
By: _______________________________
Name: _____________________________
Title: ______________________________
[Partner Company Name]
By: _______________________________
Name: _____________________________
Title: ______________________________
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