Symbiosis Law School, Pune

(IPR MANAGEMENT)

Submitted By,

Name: Shraay Bhushan

PRN: 21010122025

Course: L.L.B

Submitted to: Prof. UJWAL SIR

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 LICENSING AGREEMENT

This agreement (the "Agreement") is made and entered into on the 05th of July 2022 by and
between ZOYOTA AUTOMOBILE LTD., who is a licensor and a corporation organised under
the laws of INDIA, with its principal place of business at C-152, New Delhi-110065, and
STRIKER AUTOMOBILE LTD., who is a licensee and a corporation organised under the laws
of INDIA, with its principal place of business at A-5, Defence Colony, New Delhi- 110024.

WHEREAS the Licensee owns certain intellectual property rights (Patent, Copyrights,
Trademark, and Trade Secret) pertaining to its automobiles (Patent, Copyrights, Trademark, and
Trade Secret).

WHEREAS, Licensor desires to grant Licensee permission to use the Intellectual Property
Rights associated with the production, sale, and distribution of the Product;

WHEREAS, Licensee desires to acquire a license to use the Intellectual Property Rights for the
manufacture, sale, and distribution of the Product;

NOW, THEREFORE, The parties aim to engage in this contract to confirm and document the
terms and conditions under which the Licensor will grant the Licensee and any additional
agreements.

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The parties have agreed on the following:

DEFINITIONS

"IP Rights" refers to all patents, copyrights, trademarks, trade secrets, and other intellectual
property rights owned or controlled by the Licensor that are utilised or advantageous in the
Product's manufacture, sale, or distribution.

b) "Net Sales" refers to the gross revenues received by the Licensee from the sale of Licensed
Products after deducting actual sales and use taxes, import and export duties, outbound
transportation prepaid or allowed, and amounts allowed or credited due to returns till the time of
original billing or the invoice amount.

c) "Design Rights" refers to all patent, design patent, trademark, trade dress, copyright, and other
proprietary rights in and to all licensor-developed pictorial, graphic, visual, textual, logotype,
verbal, or audio elements, including artwork, sketches, patterns, designs, prints, prototypes,
specifications.

d) The term "license" refers to the permission granted to the Licensee by the Licensor.

e) "Royalty" refers to the amount of money the Licensee must pay the Licensor for each
Contract Year in exchange for this Licence. Calculated as a percentage of Net Sales, this amount
is determined.

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GRANTING OF LICENSE

a) As a licensor, Zoyota now grants Striker, a licensee, a non-exclusive, non-transferable license

to use the IP Rights solely for Licensee's automobile manufacturing and design.

b) Licensee agrees to use the Intellectual Property Rights only in accordance with this
agreement's terms and conditions.

c) Licensee acknowledges that Licensor retains all rights, title, and interest in and to the IP
Rights and that nothing in this agreement is meant to transfer or assign such rights.

d) The License granted hereunder will expire upon the expiration or termination of this
agreement.

LICENSE GRANT TO IP RIGHTS

The Licensor grants the following:

Type of Intellectual Property: Trademark

Registration No.- 45675654

Registration Date- 05/11/2004

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Type of Intellectual Property: Patent

Registration No.- 56787670

Registration Date- 29/07/1976

Type of Intellectual Property: Copyright

Registration No.- 79895671

Registration Date- 09/05/2002

In addition to the aforementioned, trade secrets relating to manufacturing processes and supply
chain management will be given to the Licensee as an exclusive IP Right.

TERM

The granted Licence shall commence on the date of this agreement and continue for two years
unless terminated earlier in accordance with Section 6.

CONSIDERATION

• The Licensee will pay the Licensor a one-time, fixed fee of Rs. 50,87,876/- for the use of
the Licence.

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 • Licensee shall pay Licensor a royalty fee of 8.75 percent on the net sales price of each
automobile manufactured and sold by the Licensee.

• Royalty: The Licensee must pay a monthly fee of Rs. 5,87,986/- for each month that the
Licence is used. Monthly payments will be due on the third of each month.

• In the event of a payment delay or default, the Licensee will be penalised 10% per year of
the unpaid balance.

• Registration, notarisation, and tax costs will be split equally between the Licensor and the
Licensee.

• All royalties must be paid to the Licensor quarterly within 15 days of the end of each
calendar quarter.

REPRESENTATIONS AND WARRANTS

a) Licensor represents and certifies that it is authorised to issue the licence to Licensee.

b) The Licensor additionally guarantees and warrants that the Licensee's use of the IP Rights in
accordance with the provisions of this agreement will not infringe on any third party's rights.

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QUALITY CONTROL

a) Licensee agrees to maintain the quality of automobiles manufactured and sold by the
Licensee, Striker, that incorporate any portion of the IP Rights to Zoyota's specifications.

b) Throughout the term of this Agreement, Licensor reserves the right to inspect Striker's
premises and activities to ensure its adherence to Section 4.

INDEMNIFICATION

a) Striker must indemnify, defend, and hold Zoyota and its officers, directors, employees, and
agents harmless from and against any and all claims, damages, expenses, and liabilities arising
out of or connected to Licensee's use of the IP Rights, including reasonable legal fees.

b) The Licensor shall instantly notify the Licensee of any such claim and cooperate with the
Licensee in the defence of any such claim.

EXCLUSIVENESS

Together, Zoyota and Striker will actively monitor the Licenced Subject Matter and Licenced
Products. The Licensee is required to notify the Licensor immediately in writing of any
unauthorised use, infringement, misappropriation, dilution, or other breach of the Licenced
Subject Matter and Licenced Products.

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CONFIDENTIALITY

a) The parties acknowledge that certain confidential information may be released in accordance
with the terms of this agreement.

b) Each party agrees to keep such information confidential and not to reveal it to a third party
without the other party's prior written consent.

TERMINATION

a) Either party may terminate this agreement for a reason by giving the other party 45 days
written notice if the other party breaches this agreement materially and the violation is not
addressed during the notice period.

b) If Licensee violates Section 4, the Licensor may terminate this agreement immediately upon
writing notice to Licensee.

Governing Law and Dispute Resolution

a) The laws of the State of India shall govern this agreement and regulate its interpretation.

b) Any dispute arising out of or relating to this agreement will be resolved by arbitration under
Indian law.

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ENTIRE AGREEMENT

This agreement supersedes all prior or contemporaneous oral or written communications,

representations, understandings, or agreements between the parties and constitutes their complete
understanding of the subject matter hereof.

COUNTERPARTS

This agreement may be performed in any number of counterparts, each of which will be treated
as an original, but they will be regarded as a single legal instrument when combined.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above.

LICENSEE - STRIKER AUTOMOBILE LTD.

Name: Vijay Mandal

Designation: CEO

LICENSOR - ZOYOTA AUTOMOBILE LTD.

Name: Shraay Bhushan

Title: CFO

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 CONCLUSION

When an automobile company expands its operations, the nature of the expansion determines
which intellectual property rights may be transferred. For instance, if the company acquires
another company, it may acquire that company's intellectual property (IP) assets, such as patents,
trademarks, copyrights, and licenses, which can include anything from product formulations and
procedures to brand names and logos. The transfer of such intellectual property assets may be
crucial to the success of the expansion, as they may provide the company with a market
advantage.

In addition, the transfer of IP assets may pose tax risks, as businesses may be confronted with a
variety of operational, legal, and financial considerations following an acquisition, which may
include the implications of acquiring a company or group with valuable IP that will ultimately be
used throughout the combined organisation. To reduce these risks, the automobile business must
conduct exhaustive due diligence to identify and assess the value of the acquired IP assets.

A licensing agreement shall contain:

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 • Licencing agreements provide a legal framework for the use of intellectual property
rights and aid in the preservation of the licensor's rights in the event of infringement or
unauthorised use. By outlining the purview of the license, the agreement helps ensure that
the licensee utilises the IP rights in accordance with the licensor's wishes.

• Generating Revenue: Licensing agreements allow companies to monetise their

intellectual property assets. By licensing their intellectual property rights to other
businesses, licensors can make money without having to manufacture or sell products.

• License agreements can assist in mitigating the dangers associated with the use of
intellectual property rights. By outlining the terms and conditions of the license, the
agreement can help ensure that the licensee uses the IP rights in a manner that minimises
the risk of infringement or other legal complications.

• Licensing agreements can be tailored to meet the particular needs of the parties involved.
Patents, trademarks, copyrights, and trade secrets are just some of the intellectual
property rights that can be protected by them. They may also be employed in a variety of
industries, such as technology, manufacturing, and the entertainment industry.

The specific intellectual property rights that may be transferred when an automobile company
grows its operation are determined by the nature of the expansion, and the transfer of such IP
assets can be critical to the success of the expansion. However, because the transfer may contain
tax risks, it is critical to do rigorous due diligence to identify and value the acquired IP assets.

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Automobile businesses should carefully consider the benefits and dangers of transferring or

licensing intellectual property rights.

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