SAMPLE[WARNING - This sample agreement is only one possible example and is for reference purposes only. It may not meetthe needs of specific transactions, and no recommendation is made as to the content of any of the clauses contained
herein. Please consider the content of the individual clauses contained herein by also referring to the content of the main
text of the Report. You should consult a qualified attorney for your specific needs. Neither the Japan External Trade
Organization (JETRO) nor the parties involved in the preparation of this sample agreement assume any responsibility orliability for any use hereof.]

DATED THE _____ DAY OF _______________ 20[ ]BETWEEN[FIRST PARTY]AND[SECOND PARTY]

LICENSE AGREEMENTSAMPLETHIS LICENSE AGREEMENT (this “Agreement”) is made on this ____ day of __________ 200_

BETWEEN:(1)[FIRST PARTY], incorporated in [COUNTRY] and having its address at [address]("Licensor");

AND
(2)

[SECOND PARTY], incorporated in [COUNTRY] and having its address at [address](“Licensee”)(collectively known as the “Parties” and individually as the “Party”).
WHEREAS:The Licensor has agreed to license to the Licensee and the Licensee has agreed to accept theright to use the Inventions for the purposes of and in connection with the Business upon theterms and conditions set out in this Agreement;
NOW IT IS HEREBY AGREED as follows:1.

DEFINITIONSAs used in this Agreement, the following terms shall have the following meanings, unless thecontext requires otherwise:“Business” shall mean the business of [intends to engage in;] in Thai which the Licensee is engaged in or“Thai” shall mean the Kingdom of Thailand;“Thai Baht” shall mean the lawful currency of the Kingdom of Thailand.
“Inventions” shall mean any invention of technology and formula owned by the Licensor,
the particulars of which are set out in Schedule 1 hereto and all other inventions oftechnology and formula which may be owned by the Licensor and developed or used fromtime to time by the Licensor;“Premises” shall mean ___________; and"Territory" shall mean ___________.
2.

LICENSE

2.1

Subject to the terms and conditions of this Agreement the Licensor hereby grants tothe Licensee and the Licensee hereby accepts an [exclusive/non-exclusive] license touse the Inventions in connection with the Business in the Territory with effect fromthe date of this Agreement.

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2.2

The Licensee shall not grant any sublicense without the prior written consent of theLicensor.

2.3

Subject to Clause 2.2, the license granted pursuant to Clause 2.1 is not transferable
by the Licensee to any other party and the Licensee is not authorized to use theInventions outside Thai or in connection with any business other than the Business.

3.

OWNERSHIP
The Licensee hereby acknowledges the ownership of and the right of the Licensor touse, exploit and license the Inventions. The Licensee undertakes that it will not,directly or indirectly, at any time during or after the duration of this Agreement, door allow to be done any act or thing which will in any way impair the ownership,rights and title of the Licensor in the Inventions, including without limitation theright of the Licensor to patent the Inventions in Thai or elsewhere.

4.

CONDITIONS OF USE

4.1

The Licensee shall use the Inventions, during the term of this Agreement, only to theextent reasonably necessary to carry out the Business in Thai.

4.2

The Licensee’s use of the Inventions must be in strict accordance with the terms andconditions of this Agreement and any specifications issued by the Licensor in writingfrom time to time.

4.3

The Licensee shall from time to time as requested by the Licensor allow theLicensor’s representative to enter the Premises during working hours with priorappointment for the purpose of examining compliance with the terms of thisAgreement by the Licensee.

5.

IMPROVEMENTS

5.1

The Licensee may make improvements to the Inventions during the term of thisAgreement.

5.2

If the Licensee makes any improvement to Inventions during the term of thisAgreement, the Licensee shall disclose the details of such improvement to theLicensor without delay after the completion of such Inventions. The Licensor shallmake payment to the Licensee of appropriate consideration for such disclosure, andthe method of payment of such consideration and the amount thereof will bedetermined separately upon mutual consultation between the parties.

5.3

The Licensor has the worldwide right to use, or license to a third party, any
improvements to the Inventions that are made by the Licensee during the term of
this Agreement. The Licensor shall make payment to the Licensee of appropriate
consideration for such use, and the method of payment of such consideration andthe amount thereof will be determined separately upon mutual consultation
between the parties.

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5.4

The Licensor may, upon consultation with the Licensee, receive assignment of therights pertaining to any improvements to the Inventions that are made by theLicensee during the term of this Agreement.

6.

TRAINING
Should the Licensee require trainings from the Licensor in the course of the licensing
and the training required are within the scope of training as stipulated in Schedule 2of this Agreement, the Licensor shall provide the training, suitable trainers andtechnical assistance as required. The Licensee shall bear all the costs involved. TheLicensor makes no warranty and bears no responsibility whatsoever in respect of theresult of the training.

7.

PROTECTION OF THE INVENTIONS

7.1

The Licensee shall execute all such documents and do all such acts and things as may
be necessary to protect the Inventions, and shall not do anything or omit to do
anything if such action or omission shall damage any Invention. In this regard, theLicensee shall fully comply with all the laws and regulations of Thai. The Licensee
agrees to give immediate notice in writing to the Licensor of any infringement or
possible infringement of the Inventions, which may come to its attention.

7.2

The Licensor may, in its absolute discretion, take such action as it may deem
necessary or desirable, at law or otherwise, in Thai or elsewhere, to stop any
infringement of the Inventions and, in the event any sum is recovered pursuant tosuch action whether as damages or otherwise, the Licensor shall have the exclusive
right thereto.

8.

PATENTING OF THE INVENTIONS

8.1

In the event that the Licensor proceeds to patent or is in the process of patenting
the Inventions in Thai, the Licensee shall do all that is necessary to assist theLicensor to complete such patenting of the Inventions including without limitation
the signing of any document that the Licensor may require.

8.2

The Licensee agrees not to, directly or indirectly, patent the Inventions in Thai orelsewhere.

8.3

In the event that the Inventions are patented under the Patent Law of Thai, theLicensee shall execute and deliver all such documents and take such actions as theLicensor may request, including without limitation recording this Agreement or anew agreement (should this be necessary) with the Thai Department of Intellectual
Property, so that this Agreement is in compliance with the requirements of thePatent Law of Thai. Any such new agreement shall have the same terms as thisAgreement but with necessary modifications to reflect the fact that the Patent has
been registered. The parties shall also agree to include into any such new agreement
such terms, and make such amendments, that are required under the laws andregulations of Thai.

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9.

PAYMENTS

9.1

In consideration of the granting of the License, the Licensee hereby agrees andundertakes to pay to the Licensor royalty in the amount of _________ (the “Fee”)
within ______ days of signing of this Agreement.

9.2

The Fee shall be remitted to the Licensor, without set-off, deduction or withholding
and in [Thai Bahts/USD/Yen], to the Licensor’s designated bank account. In the eventthat the Licensee is required by any applicable law to make such deduction orwithholding, the Licensee shall pay to the Licensor such additional amounts as will
result in the receipt by the Licensor of a net amount equal to the full amount which
would otherwise have been received by the Licensor had such deduction orwithholding not been required.

10.

INDEMNITY
Without prejudice to any other rights and remedies available to the Licensor at law,in equity, or under any other provisions in this Agreement or any other agreement
between the Parties, the Licensee hereby agrees to indemnify the Licensor against
and compensate the Licensor for any and all demands, claims, actions, losses,
damages, liabilities, costs and expenses (including legal fees) suffered incurred orsustained by the Licensor directly or indirectly as a result of any breach by theLicensee of this Agreement.

11.

DURATION AND TERMINATION

11.1

The license granted to the Licensee pursuant to Clause 2.1 shall commence on thedate of this Agreement and shall continue until terminated by mutual agreement of
the Parties or pursuant to this Agreement.

11.2

Either Party may terminate this Agreement by giving [6] months’ prior written noticeto the other Party.

11.3

Notwithstanding anything in this Agreement to the contrary, the license granted to
the Licensee under Clause 2.1 shall terminate immediately without any further
notice or formality in the event that:(a)the Licensee does not perform or comply with any one or more of its
obligations under this Agreement or any other agreement between theParties and, where that default is capable of remedy, it is not remedied tothe satisfaction of the Licensor within sixty (60) days after service by theLicensor to the Licensee of a notice in writing specifying such breach andrequiring the same to be remedied within sixty (60) days after service of thesaid notice;(b)a petition for the bankruptcy, dissolution or liquidation of the Licensee isfiled or commenced against the Licensee or similar proceedings are taken
against the Licensee; or the Licensee becomes insolvent or is unable to pay
its debts as they fall due, stops, suspends or threatens to stop or suspend
payment of all or a material part of its debts, or proposes or makes a generalassignment or an arrangement or composition with or for the benefit of its

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SAMPLEcreditors; or a receiver or manager or other similar officer is appointed in
respect of the whole or any part of the assets or property of the Licensee;

11.4

(c)

the Licensee fails to comply with Clause 8.3 of this Agreement; or(d)the Business ceases or is suspended for any reason whatsoever for morethan [____] days.

Upon termination of the license granted to the Licensee under Clause 2.1 for anyreason, the Licensee shall, without further notice or demand from the Licensor:(a)cease forthwith to use, in connection with the Business or otherwise, theInventions;(b)

not claim that any use by the Licensee of any of the Inventions has createdin the Licensee any continuing right, title or interest of any nature in and tothe Inventions.

11.5

Upon the termination of this Agreement for any reason, the Licensee shall not havea claim against the Licensor by reason of the termination of this Agreement or any
right hereunder. The Licensee hereby expressly and irrevocably waives allcompensation, claim for damages, payment for goodwill, severance payment,
indemnity or any amount for any other cause by reason of such termination.

11.6

Notwithstanding anything to the contrary herein contained, any termination
pursuant to this Clause 11 shall be without prejudice to any other rights or remedies,
which a Party may have at law or in equity by reason of any breach by the otherParty.

11.7

The provisions of this Clause 11 shall survive the termination of this Agreement for
any reason.

12.

NOTICE
Unless otherwise specified herein, all notices, demands, requests or othercommunications to or upon any of the Parties hereto shall be in writing in the Thaiand English languages and shall be delivered by air courier (and deemed delivered
two (2) days after despatch thereof) or by hand (and deemed delivered on receipt)
or by facsimile transmission (and deemed delivered on transmission). All suchnotices, demands, requests or other communications shall be addressed to thefollowing addresses and facsimile numbers (or such other address and facsimile
numbers as any of the Parties hereto may designate from time to time by written
notice to the other):
The Licensor:[Address]
Attention:
Fax No.:

The Licensee:[Address]
Attention:
Fax No.:6

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13

CONFIDENTIALITY

13.1

The Licensee agrees on behalf of itself and its employees, servants, agents, affiliates,subsidiaries, assigns and successors that the Licensee will maintain as secret andconfidential all information received from the Licensor including all such informationand documents relating to or in connection with the subject matter of thisAgreement.
Upon the request of a Party, any or all employees of the other Party may be required
to sign a confidentiality agreement in form and substance satisfactory to therequesting Party.

13.2

The duty of confidentiality to a Party under this Clause shall not apply to information
which:(a)at the time of disclosure was in the public domain;(b)prior to such disclosure, becomes generally available to third parties bypublication or otherwise through no fault or breach of the other Party;(c)is lawfully in the possession of the other Party prior to such disclosure andwhich was not acquired subject to a confidentiality obligation;(d)is required to be disclosed by reason of law or applicable regulatory
requirements; or(e)needs to be disclosed to the other Party’s officers, employees orprofessional advisors to the extent necessary to enable that Party to perform
its obligations under this Agreement

13.3

Subject to the provisions of this Agreement, neither Party shall directly or indirectly,use, publish, disseminate or otherwise disclose any Information obtained inconnection with this Agreement or the Business without the prior written consent ofthe other Party.

13.4

The provisions of this Clause 13 shall survive the termination of this Agreement for
any reason.

14.

FORCE MAJEURE
Notwithstanding anything contained in this Agreement, and apart from any
obligation of the Licensee to pay monies to or indemnify the Licensor hereunder, noParty shall be liable for any failure or delay on its part to perform any of the terms,conditions, covenant or obligations of this Agreement to the extent that such failure
or delay is the result of a cause beyond its reasonable control including, but without
limiting the generality of the foregoing, such things as an act of God, a fire, an act ofa public enemy, a flood, a quarantine restriction, an epidemic, a labour dispute, ariot, a civil commotion, vandalism or a malicious mischief and which occurs without
the fault or negligence of the Party seeking relief (a “Force Majeure Event”. Each
Party shall bear its own losses arising from a Force Majeure Event. Should a Force

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SAMPLEMajeure Event continue for more than three (3) months, the non-affected Party may
terminate this Agreement.
15.

REPRESENTATIONS & WARRANTIES

15.1

Each Party hereby represents and warrants to the other Party that it has all requisite
legal power and authority and has obtained all necessary consents and approval toenter into and perform this Agreement and this Agreement constitutes legally valid
and binding obligations of such Party enforceable in accordance with its terms.

15.2

The Licensor makes no representation or warranty to the Licensee that the use ofthe Inventions is not restricted by or does not infringe the rights of a third party.
[Drafter's note: This clause could be interpreted as void under Thai law.]

15.3

The Licensor makes no representation or warranty to the Licensee that theInventions are industrially or commercially feasible. [Drafter's note: This clausecould be interpreted as void under Thai law.]

16.

EXEMPTION FROM LIABILITY

16.1

The Licensor shall bear no liability whatsoever to the Licensee for any loss, damage,or expenses (including legal fees; collectively in this Clause 15, “Damage Etc.”)
incurred by the Licensee or a third party due to or in connection with the use of theInventions. If any Damage Etc. arises, the Licensee shall bear all such Damage Etc.
and shall indemnify the Licensor against, and compensate the Licensor for, any andall Damage Etc. incurred by the Licensor.

16.2

The Licensee shall be liable to respond at its own expense and responsibility to any
action or other legal proceedings filed or commenced against the Licensee by a third
party in relation to Damage Etc. incurred due to or in connection with the Licensee’s
use of the Inventions. If such third party files or commences an action or other legal
proceedings against the Licensor, the Licensee shall cooperate fully with the Licensor
and bear all liability for Damage Etc. incurred by the Licensor.

17.

GENERAL PROVISIONS

17.1

Counterparts
This Agreement may be executed and delivered in a number of counterparts each ofwhich shall when executed and delivered constitute an original but all counterparts
together constitute one and the same instrument.

17.2

Entire Agreement
This Agreement constitutes the full and complete understanding between theParties with respect to the subject matter of this Agreement, and neither thecorrespondence nor any other documents exchanged prior to or in connection withthe signing of this Agreement with respect to the subject matter of this Agreement,
nor any statements, warranties, representations, or agreements whether oral orwritten, made with respect to the subject matter of this Agreement, during

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SAMPLE

negotiations or otherwise, shall be binding on any Party unless expressly
incorporated or referred to in this Agreement.
17.3Amendments
This Agreement may not be amended orally and may only be amended, altered,supplemented or changed by a written instrument signed by the Parties.

17.4

Severability
If any provision of this Agreement is deemed invalid, unlawful or unenforceable inany respect under any applicable law, the validity, legality and enforceability of theremaining provisions of this Agreement shall not in any way be affected or impaired.
The Parties shall use their best endeavours to replace the invalid, unlawful or
unenforceable provision by a valid, lawful and enforceable one, which will best meetthe purpose and intent of the replaced provision.

17.5

Costs
Each Party shall pay its own costs in negotiating, finalizing, signing and implementing
this Agreement.

18.

GOVERNING LAWThis Agreement shall be governed by and construed in accordance with the laws ofThai.

19.

DISPUTE RESOLUTION
Any dispute arising from this Agreement which cannot be settled amicably between
the contracting parties shall be submitted to the International Court of Arbitration ofthe International Chamber of Commerce and shall be finally settled under the Rulesof Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules. The language of arbitration shall be
English. The place of arbitration shall be <city name>.

20.

LANGUAGE
This Agreement is prepared in the Japanese and in the English languages. If there isany discrepancy between the two versions, the Japanese language shall prevail.

IN WITNESS WHEREOF each of the Parties has executed this Agreement on the day and year
first above written.
LICENSOR:
Signed by __________________
for and on behalf of[company]in the presence of: -))))

9SAMPLELICENSEE:SIGNED by _______________
for and on behalf of[PT Y]
in the presence of:-))))10

SAMPLESCHEDULE 1
THE INVENTIONS

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SAMPLESCHEDULE 2
THE TRAINING

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