- 1 Providing a free sample of an English license agreement
- 2 What is a License Agreement?
- 3 Contractual Clauses in the License Agreement
- 4 General provisions of the license agreement
Providing a free sample of an English license agreement
We offer a free sample of an English license agreement. If you are preparing a license agreement in English, please take a look.
What is a License Agreement?
A license agreement is a contract whereby the right holder, who has certain rights of property value (intellectual property rights, industrial property rights) such as patents, trademarks, copyrights, know-how, etc., authorizes a third party to use those rights. The person who grants the use of the rights is called the licensor and the person who is granted the use of the rights is called the licensee. Granting the use of a right is called licensing of a right.
The rights covered by a license agreement include the following License agreements often grant multiple rights in a single agreement.
Utility model rights
Trademark rights, trademarks, and service marks
In English-language contracts, the party that provides the technology is called the licensor, and the party that receives the license to use the technology is called the licensee. The licensor grants a license to use the technology and the licensee may manufacture products using the licensed technology. The license terms must specify the rights to be licensed, the distinction between exclusive and non-exclusive rights, the territorial limits of the licensed rights, the term of implementation, and so on.
Payment of License Fees
Licensees are required to pay a license fee to the licensor in return for licensing the technology. There are two possible types of license fees: the Lump Sum Payment method, which is a one-time payment, and the Install Payment method, which is an installment payment. The Lump Sum Payment is a one-time payment of the full royalty amount at the time the contract is signed, so it is also referred to as an Initial Payment. Install Payment is an installment payment method, also called Running Royalty, in which a set amount is paid based on the sales price of the product sold, usually over the entire contract period. Both Initial Payment and Running Royalty payments may be required (e.g., 100 million yen at the signing of the contract, followed by annual payments of 3% of sales thereafter).
How to calculate royalties
There are two ways to calculate royalties: gross royalty is a percentage of net sales (gross calculation method), and net royalty is a percentage of gross profit (gross profit after deducting manufacturing costs and other expenses from net sales) and operating income after deducting overhead expenses (net calculation method).
Initial Payment and Running Royalties
Initial Payment or Down Payment is an agreement that the licensee will pay a certain amount of money to the licensor at the time the agreement is signed, regardless of the licensee’s production or sales volume. Running royalties are payments that are based on the volume of production or sales made by the licensee. It is necessary to determine by negotiation whether the sales amount should be based on Net Selling Price or Gross Selling Price, how the net sales amount should be calculated, and what percentage of the royalty should be paid.
Thus, the royalty calculation is usually based on sales, and if the licensee makes no sales effort, no royalty will be paid, which is an undesirable result for the licensor. Therefore, a minimum amount (minimum royalty) may be set and the minimum amount of royalty must be paid every year, no matter how small the sales are.
Transfer Pricing Taxation
In international licensing agreements, transfer pricing taxation must also be taken into consideration. Since the technology that is the subject of the license is usually intangible, there may be cases where the licensee grants the right to use the technology free of charge without stipulating the payment of a license fee, without realizing that the granting of the technology entails a transfer of profits. For example, a Japanese parent company has superior technology and grants a Japanese subsidiary or JV located in Singapore free of charge to use the technology. If the technology has economic value and the payment of a license fee is required in the case of an arms-length transaction, the Japanese company would not receive the required license fee and, conversely, the Singaporean subsidiary would be exempted from paying the license fee. In the world of international taxation, transfer pricing taxation is the taxation of profits that should have originally been derived from Japan, but were transferred overseas, and therefore cannot be taxed in Japan, as if the profits that would normally be paid in a third-party transaction had accrued to the Japanese company. Therefore, if there is a possibility of a transaction involving technology transfer between parent and subsidiary companies, it would be appropriate to examine whether there is any technology transfer, and if there is a risk of applying transfer pricing taxation, to prepare a license agreement and transfer an appropriate amount of license. Although it is difficult to determine how to calculate the license fee, it is common to determine a general fee rate by using industrial statistics. One method is to uniformly add a few percent of the manufacturing cost to the price.
Contractual Clauses in the License Agreement
Preamble and Whereas Clause of License Agreement
It is not unlike a purchase agreement in that the parties are identified in the preamble of the license agreement, and the Whereas clause outlines the nature of the transaction.
WHEREAS, Licensor and Licensee (hereinafter collectively referred to as the “Parties”) entered into the Manufacturing & Supply Agreement as of the day of March 1, 2020 in order to cooperate in Mainland of China for the supply of products to customers to satisfy them with respect to electric products, and other high-tech applications;
WHEREAS, Licensor will purchase from Licensee and Licensee will manufacture and supply to Licensor, the products in the field of the electronic products, and other related materials; and other related materials;
WHEREAS, Licensor has developed the above products as a pioneer, and is the owner of certain patents, patent applications and know-how concerning them; and
WHEREAS, Licensee, in reliance thereon, is desirous of obtaining licenses from Licensor under the patents, patent applications and know-how, and Licensor is willing to grant such licenses to Licensee upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the aforesaid premises and the mutual covenants and agreements herein contained, the Parties hereby agree as follows
Since license agreements often define technical matters, each term may be treated differently from everyday terms. Therefore, general definitions are often written first.
For the purpose of this Agreement, the following terms have the following meanings;
The term “Products” means and is to be limited to the products which are manufactured by Licensee and listed on Exhibit A of this Agreement.
The term “Patents” means Licensor’s all patents and patent applications which are listed on Exhibit B of this Agreement and made a part thereof by reference, and all patents which issue in respect of such patent applications. Any additional patents applications relating to the Products filed by Licensor, and any patents which issue thereon, shall be included within the meaning of Patents.
The term “Know-How” means Licensor’s any and all information, data and drawing concerning the formulation, the method of use and the process for manufacture of the Products, and analytical and quality control methods relating to the Products.
The term “Territory” means an area comprised of and delimited by the geographical region lawfully occupied by the country of the Mainland of China.
The term “Trademark” means Licensor’s registered trademarks listed on Exhibit C of this Agreement. In case the Parties agree upon each other to add additional Licensor’s trademarks, such additional trademarks also shall be included in the term of “Trademark”.
The term “Improvements” means all inventions, modifications and discoveries, patented or not, relating to Products, as such which improve the safety or efficacy of Products or enable Products to be manufactured more efficiently or at a lower cost acquired or conceived during the term of this Agreement.
Licensor hereby grants to Licensee, subject to the limitations, restrictions and conditions herein contained, a non-exclusive, non-transferable, license to use the rights.
The Parties especially confirm that Licensee shall not use Patent and Know-How for any other purpose other than manufacturing Products in the Territory. Licensee further agrees not to distribute, sell or transship Products, directly or indirectly, outside of the Territory without the written consent of Licensor.
During the term of this Agreement, at Licensor’s sole discretion, Licensor shall make available to Licensee improvements to or modifications in Patent and/or Know-How which Licensor may discover or develop, patentable or not, with respect to Products after any such improvement or modification is put into commercial practice. Any such improvements or modifications when disclosed to Licensee shall constitute a part of Patent and/or Know-How and Licensee shall have the right to utilize such improvements and modifications under the terms of this Agreement without the payment of any additional royalty or cost.
Licensee shall diligently use its best efforts (a) to exploit fully the license granted to it by Licensor hereunder, and (b) to develop and maintain high standard manufacturing level and quality control in the Territory for Products. Licensee shall refrain from any activity which may adversely affect these efforts, including without limitation, establishing or participating in any business involving Products which, in Licensor’s reasonable judgment, are competitive with or similar to Products.
The royalty provision is the most important clause of the license agreement.
In consideration of the license and rights granted hereunder, Licensee shall pay to Licensor the following amount for the use of Trademarks during the term of this Agreement under the terms and conditions as follows: (a) Licensee shall pay an initial sum of 5 million Japanese Yen within 30 days after the execution of this Agreement. (b) Licensee shall pay a royalty at the rate of 3% of Net Selling Price of Products. (c) Even if the royalty computed pursuant to the preceding subparagraph (b) of this Article does not amount to 1 million Japanese Yen, Licensee guarantees to pay Licensor said sum as a minimum royalty.
When technical assistance is provided by the licensor to the licensee, the terms of such assistance should be clearly stated.
Upon request of Licensee, Licensor shall dispatch to Licensee a reasonable number of qualified technical personnel of Licensor to render technical assistance and services to technical personnel of Licensee in connection with the manufacture of Products, for a reasonable period to be mutually agreed upon between the Parties
Traveling expenses to and from the country of Licensor’s personnel, and living and all other expenses of Licensor’s personnel for the period of services, shall be borne and paid by Licensee. Licensee further agree to pay Licensor a daily absence fee in the amount of JPY50,000 or such other amount as may be mutually agreed upon between the Parties.
The period, method and number of Licensor’s personnel and other conditions for providing such services shall be mutually agreed upon by both Parties.
In a license agreement, for the licensor, the price of the fee varies depending on how much product the licensee, the other party, manufactures and sells. Therefore, the licensee needs to prepare accurate accounting books and keep accurate sales and cost accounting. In addition, the licensor needs to be able to enter the licensee’s factory and inspect the books of accounts to verify that the declared sales and other figures are correct. Therefore, contracts often stipulate the preparation of accounting books based on Generally Accepted Accounting Principles in the country concerned and on-site inspections of factories.
Licensee shall keep and maintain true and complete books of account containing accurate records of all data with respect to manufacturing of Products.
Within sixty (60) days after the close of each accounting period, Licensee shall furnish Licensor with reports and evidences as Licensor may from time to time require in writing in order to confirm Licensee’s accounting conditions.
In order to ascertain the accuracy or inaccuracy of Licensee’s books of account set forth in Section 4.1 of this Article, Licensor shall have the right through the use of its authorized accountants and /or its own personnel to inspect and/or audit such Licensee’s books of account at all reasonable times during Licensee’s normal business working hours at the offices of Licensee, and Licensee shall permit such Licensor’s authorized accountants and/or Licensor’s own personnel to take excerpts from and make copies of any entries in or details of such Licensee’s books of account. In the event that Licensor exercises the said right of inspection and/or audit, Licensor shall in writing notify Licensee in advance of Licensor’s intended inspection and/or audit.
In addition to the reports to be made by Licensee pursuant to Section 4.2 of this Article, Licensee agrees to furnish Licensor with such other reports as Licensor may reasonably require from time to time during the term of this Agreement in connection with the activities of Licensee under this Agreement.
Improvements by Licensee
Licensee may change or modify the technical data furnished to Licensee by Licensor hereunder if, as and to the extent that Licensee shall be required to suit to local conditions and/or to improve the Products.
Licensee shall at Licensee’s costs and expenses keep Licensor informed of any changes, modifications, improvements, developments, inventions and/or experiences Licensee may make or acquire during the term of this Agreement.
In the event Licensee will apply for and obtain patents for and under the name of Licensee in any countries throughout the world covering inventions connected with Products made or acquired by Licensee during the term of this Agreement, Licensee shall first offer Licensor the right to apply for and obtain patents covering such inventions in any country where Licensor should elect at Licensor’s sole discretion to obtain such patents.
These are provisions governing the licensing and use of trademarks. Various restrictions are often imposed on licensees in order to maintain the brand value of the licensor’s trademark.
Licensor hereby grants to Licensee, subject to limitations, restrictions and conditions herein contained, license to use the Trademarks in connection with the manufacture of Products in the Territory, provided that Licensor reserves its right to use the Trademarks in the Territory. Licensee shall use one of the Trademarks as designated by Licensor on each Product produced by Licensee, and no Product shall be sold or transferred by Licensee without the Trademark so designated by Licensor. Licensee agrees to attach permanently to a conspicuous place on each of Products an appropriate metal plate, in a format previously approved by Licensor, stating in English and/or local language that said licensed products have been built under license granted by Licensor.
All of the Trademarks shall at all times be and remain the property of Licensor. Licensee shall not in any way dispute or impugn the validity of the Trademarks, Licensor’s sole ownership of the Trademarks, or Licensor’s right to use and control the use of the Trademarks during the term of this Agreement and thereafter, nor shall Licensee do or permit to be done any action or thing which shall in any way impair the rights of Licensor in and to the Trademarks, including filing registrations thereof in the Territory or elsewhere. Licensee acknowledges that its use of the Trademarks shall not create in it any right, title or interest in the Trademarks and agrees that all use of the Trademarks shall be for the benefit of Licensor.
Licensee agrees not to adopt any trademark, trade name, mark, logo or symbol which, in the opinion of Licensor, is similar to or likely to be confused with any of the Trademarks. Licensee shall not use the Trademarks in connection with any products or services other than manufacturing Products.
Licensee shall submit any packaging and any promotional or advertising literature descriptive of Products to Licensor prior to any distribution or commercial use thereof. Said literature shall state that the products offered for sale will be supplied by Licensee granted by said Licensor. In the event that Licensor, at any time, shall determine, upon reasonable grounds, that such material improperly utilizes any Trademarks and that such misuse constitutes a danger to the validity of Licensor’s rights in any Trademark or may adversely affect any Trademark, then Licensor shall have the right to request, within thirty (30) days of the receipt of such information, in a written notice setting forth the danger or adverse effect created by such improper use, that such material be modified or amended to correct any improper use of such Trademark. Upon receipt of such notice, Licensee shall take prompt action to make the corrections requested by Licensor, and in the absence of such action, Licensor may suspend the right of Licensee to such Trademark until such time as Licensee complies with Licensor’s request.
To the extent that Licensee may acquire, during the term of this Agreement, any rights in or to any Trademark, other than those rights granted to Licensee under this Agreement, Licensee acknowledges that all such rights shall inure to the benefit of Licensor. At any time before or after expiration or termination of this Agreement, Licensee agrees to execute such documents of assignment and transfer as Licensor may request conveying any and all such rights to Licensor.
Licensee shall comply with all laws and regulations of the Territory governing registered Trademarks, including but not limited to marking Products with proper notices of registered Trademarks.
Licensee agrees to use its reasonable efforts to assist Licensor to make, obtain and renew any and all such Trademarks and Patents. In the event that Licensor is unsuccessful in registering any of the Trademarks, (a) Licensee shall not use such Trademark, and (b) Licensor shall have the right to designate a Trademark to replace such Trademark, and any such new trademark shall be deemed to constitute a Trademark and the provisions of this Agreement relating to the Trademarks shall apply thereto. Licensor disclaims any and all implied warranties that any Trademark licensed to Licensee hereunder does not infringe upon any third party’s proprietary rights.
Licensee shall promptly notify Licensor upon becoming aware of any actions or conduct by third parties which involve (ⅰ) unauthorized use, misappropriation or infringement of any Trademark or Patent, or (ⅱ) application for registrations or registrations of any name or mark similar to any Trademark. Infringement or unfair competition proceedings against third parties for such actions or conduct shall be initiated by Licensor or Licensee. If Licensor initiated such proceedings, Licensee shall assist Licensor in such proceedings as requested by Licensor. Licensee may not make any settlement binding upon Licensor without Licensor’s written permission
Licensee acknowledges that the products produced and sold by Licensor under its Trademarks have a high reputation for quality in the international market. Accordingly, Licensee shall produce all Products under this Agreement in accordance with Licensor’s specifications for Products and using only those first-class industrial raw materials and components which meet Licensor’s standards and specifications. Licensee shall acquire all of such items at its own expense. In addition, Licensee shall take all necessary action to assure that all Products manufactured by it shall meet the quality standards established by Licensor from time to time and accordingly shall establish and maintain comprehensive quality control procedures. Any Products manufactured by Licensee which do not meet Licensor’s standards and/or specifications shall be disposed of only in accordance with Licensor’s specific direction.
Licensee agrees to permit any authorized representative of Licensor to enter at reasonable times Licensee’s facilities for the purpose of inspecting Licensee’s equipment records, operation and supplies which relate to the manufacture of Products and Licensee’s compliance with the standards and specifications of Licensor.
Upon expiration or termination of this Agreement for any reason, Licensee shall immediately discontinue any use of the Trademarks, and Licensee shall immediately return to Licensor or destroy, at Licensor’s option, all documents and materials, including promotional and advertising materials in its possession, which contain any of the Trademarks.
Licensor’s industrial property rights
It shall be at Licensor’s sole discretion whether or not to apply for, obtain and maintain any of patents or other industrial property rights in the Territory or elsewhere in the world provided that it shall be at Licensor’s own costs and expenses to apply for, obtain and maintain any of patents or other industrial property rights for and under the name of Licensor.
Limitation of liability; absence of warranty
Licensor shall not be liable to Licensee, its successors, assigns, affiliates or sub-licensees for any loss of profits, loss of business, nor for indirect, special or consequential damages of any kind whether under this Agreement or otherwise, even if Licensor has been advised of the possibility of such loss.
Licensor makes no representations or warranties, expressly or impliedly, with respect to the date or information furnished to Licensee under this Agreement, any proprietary rights or any Products. By way of example but not of limitation, Licensor makes no representation or warranties of commercial utility, merchantability or fitness for any particular purpose, or that the use of Patent or Know-How will not infringe any patent, copyright, trademark, other proprietary or property rights of others.
Licensee shall, in accordance with its own commercial practice, take the sole responsibility for warranties to its customers, purchasers or users of Product that Product manufactured and sold by Licensee under this Agreement shall be free form defects.
Licensee shall indemnify and hold harmless Licensor, Licensor’s subsidiary and/or Licensor’s co-developer from and against any claims, losses, damages and/or liabilities including but not limited to product liabilities which may be incurred by Licensor, Licensor’s subsidiary and/or Licensor’s co-developer in connection with the Product manufactured and sold by Licensee under this Agreement or due to any activities of Licensee under this Agreement.
Licensor’s warranty pursuant to the foregoing provisions of this Article shall be sole and exclusive and shall replace any other liability, warranty, guarantee or condition which is imposed upon Licensor by law or customarily or implied by the context hereof
General provisions of the license agreement
Since license agreements often involve the exchange of confidential information, such as the licensor’s industrial property rights, know-how, and trade secrets, it is normal for the license agreement to also provide for a confidentiality agreement clause.
Licensor shall mark the Confidential Information as “Confidential” or with a similar legend indicating the nature of such Confidential Information. Information disclosed orally and identified confidential at the time of disclosure may be summarized in writing and identified as “Confidential” or with similar legend and sent to the Licensee within thirty (30) working days from the disclosure.
Licensee agrees not to disclose any Confidential Information to any third party until the expiration date of this Agreement and for a period of ten (10) years from receipt of the Confidential Information unless the Licensor agrees otherwise in writing.
Licensee agrees not to use such Confidential Information without the prior written consent of the Licensor for any purpose other than the purpose specified in this Agreement.
This article shall not apply to the followings:
(a) Information which at the time of disclosure is in the public domain;
(b) Information which, after disclosure, becomes part of the public domain, by publication or otherwise other than through unauthorized disclosures by the Licensee;
(c) Information which at the time of disclosure is already in the Licensee’s possession as s shown by its written records;
(d) Information which is made available to Licensee by an independent third party who does not owe any confidential obligation;
(e) Information which is requested to be disclosed by a court order.
The Confidential Information shall remain the property of the Licensor. Upon request of the Licensor, the Licensee shall immediately return the Confidential Information and all its copies of any form at the Licensee’s cost to the above mentioned address of the Licensor or any other place designated by the Licensor. At the alternative request of the Licensor, the Licensee shall completely destroy the Confidential Information and all its copies of any form by paper shredder or by any other way and dispose the residue without releasing it to any third party. The Licensee shall undertake in writing that the destruction and disposal of the Confidential Information requested by the Licensor have been completed immediately after the completion of the destroy and disposal of the Confidential Information.
The Confidential Information received by the Licensee shall only be disclosed to and used by those persons within their organizations who have a need to know and to their professional advisers, and solely for the purpose specified in this Agreement. The Licensee shall make any such disclosure only after such persons and professional advisors have undertaken in writing or otherwise to comply with the obligation undertaken by the Licensee under this Agreement.
Term and Termination
This Agreement shall become effective on the date which this Agreement is executed by the Parties hereto and shall, unless earlier terminated pursuant to any provisions of this Article, continue to be in force for five (5) years thereafter.
If either party hereto wishes to extend or renew this Agreement, such party shall notify the other party hereto in writing of its desire to extend or renew this Agreement at least one (1) year prior to the expiration date hereof and this Agreement shall be renewed upon such terms and conditions as the Parties hereto may agree upon at least six (6) months prior to the expiration date.
In the event that either party hereto should commit a material breach of and/or gross negligence of its obligations under this Agreement and if such defaulting party has not cured such breach and/or negligence not later than sixty (60) days after having received a written notice of breach and/or negligence from the non-defaulting party, the non-defaulting party shall have the right to terminate this Agreement forthwith by giving a written notice of termination to the defaulting party at any time within thirty (30) days after the lapse of said sixty(60) days.
In the event that either party hereto should become adjudicated bankrupt, go into liquidation, receivership, insolvency or trusteeship or make an assignment for the benefit of creditors of such party, the adversely affected party hereto shall be entitled to terminate this Agreement forthwith by giving a written notice of termination to the defaulting party provided however that the adversely affected party shall be relieved from its obligation to give such notice if the defaulting party is unable to receive such notice.
In the event that (1) a change in ownership of either party hereto occurs which results in a change in the controlling interest of such party to an unrelated entity, due to merger, acquisition, sale, restructuring or regrouping involving in whole or in part such other party, or (2) either party makes a material change in the nature of its business activities, and either such change has a material adverse effect on the ability of such party to perform its obligations under this Agreement ( for example, either party hereto discontinues its Licensed Product business) , the other party hereto shall have the right to terminate this Agreement forthwith by giving a ninety (90) day written notice to the involved party or its legal successor and such involved party or its successor shall have the right to cure such default in the ninety (90) day period.
In the event that either party hereto should be prevented from fulfilling its obligations under this Agreement by Force Majeure under Section 12 lasting continuously for a period of one hundred eighty (180) days, the parties hereto shall use their best efforts to seek a mutually acceptable solution. If no such solution is found within a period of ninety (90) days thereafter, either Licensor or Licensee shall have the right to terminate this Agreement forthwith by giving a written notice of termination to the other party hereto without paying any damages to the other party hereto.
Any termination of this Agreement pursuant to any provisions of this Article shall be in addition to, and shall not be exclusive of or prejudicial to, other rights or remedies, if any, that the non-defaulting or adversely affected party has hereunder or legally on account of any default, action or occurrence on the part of the other party hereto.
Effect of termination
Except otherwise specifically agreed by the Parties hereto, upon termination of this Agreement, all the rights and licenses granted to Licensee by Licensor hereunder shall cease and Licensee shall make no further use of Licensor’s Patent, Know-How, or technical data licensed or furnished to Licensee by Licensor hereunder and shall, if requested by Licensor, promptly return to Licensor at Licensee’s costs and expenses all such Licensor’s technical data with all copies thereof.
Notwithstanding anything to the contrary contained elsewhere herein, Licensee hereby expressly undertakes that Licensee shall not sell nor assign in whole or in part Licensor’s Patent, Know-How technical data including but not limited to granting any license thereunder.
Notwithstanding anything to the contrary contained elsewhere herein, Licensee shall, after termination date of this Agreement, in no way use the name of Licensor or any reference to Licensor, including but not limited to those under Article 6 hereof in connection with any business activities of Licensee, unless otherwise specifically agreed upon by Licensor and Licensee.
Neither party herein shall be liable to the other for any delay or a failure to perform its obligations under this Agreement if and to the extent such delay or failure in performance arises from any cause or causes beyond the reasonable control of the party affected (“Force Majeure”), including but not limited to, where such failure was caused by force majeure, acts of God, acts of government or governmental authorities; compliance with law, regulation or orders; fires, storm, earthquakes, war, rebellion, revolution, or riots; strike or lockout.
Prohibition of assignment
Neither party may assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party.
This Agreement shall be interpreted on the basis of this English version and governed by and construed in accordance with the laws of Taiwan, Republic of China.
Unless otherwise provided for in this Agreement, any and all disputes arising from this Agreement shall be amicably and promptly settled upon consultation between the Parties. If an amicable settlement cannot be reached, the dispute shall be settled by arbitration under the rules of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said rules. The place of arbitration, applicable law and the language in which the arbitration shall take place shall be that of the defendant.
This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original and all of which when taken together shall be deemed to be one and the same agreement. In the event that this Agreement is executed in both the English and Chinese language, the English text shall govern in the event of any discrepancies.
This Agreement supersedes all prior agreements and understandings among the Parties with respect to its subject matter. This Agreement may not be amended except by an instrument in writing signed on behalf of all of Parties herein. Any agreement on the part of any party herein to any extension or waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. In the event that any provision, clause, paragraph, or article is invalidated or unenforceable for any reason whatsoever, this Agreement shall remain binding and in full force and effect except for such invalidated or unenforceable provision, clause, paragraph, or article. If any injustice or frustration of purpose shall result therefrom, however, the Parties shall negotiate in good faith to make adjustments to minimize the effects of such injustice or frustration of purpose.
All notices hereunder shall be in writing and shall be deemed to have been given or made when delivered personally or when transmitted by telex, or telecopy, or upon receipt of mail, registered or certified, return receipt requested and postage prepaid to the party at the address set forth below or such other address as any party herein may have furnished to the other party in writing in accordance herewith.