Proprietary Process Sale Agreement - Long Form

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Agreement is between the seller of a proprietary process and a purchaser of this process, which also sets forth future royalty payments to the seller.

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This Proprietary Process Sale Agreement is between a seller who has discovered or invented a proprietary process and a buyer. This agreement sets forth the arrangement between the parties and specifies the amount of royalty payments to be made to the seller. It is imperative that this type of agreement be memorialized in writing. This Proprietary Process Sale Agreement is a long form version.

This Proprietary Process Sale Agreement (Long Form) for your state includes the following:
  • Parties: The name and address of both parties and the agreement's effective date;
  • Proprietary Process: Sets out a brief description of the process being sold;
  • Delivery: Sets forth the description of the proprietary process being delivered;
  • Royalty Payments: The buyer agrees to pay the seller a royalty on items produced by the process and the maximum amount of these royalties;
  • Signatures: Both buyer and seller must sign the agreement.

Protect your Rights and your Property by using our professionally-prepared up-to-date forms.

This attorney-prepared packet contains:
  1. General Instructions
  2. Proprietary Process Sale Agreement (Long Form) for your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Proprietary Process Sale Agreement
(Long form)

 

 

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Seller] (the "Seller") of [Address of Seller] and [Name of Buyer] (the "Buyer") of [Address of Buyer].
WHEREAS:
(A)   The Seller has invented and discovered a proprietary process for [Describe the Process] (collectively the "Process"); and
(B)   The Seller wishes to sell the Process to the Buyer and the Buyer wishes to purchase the Process from the Seller:
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.   The Seller agrees to deliver to the Buyer a manuscript description [or Specify other form of Media] of the Process, accompanied by all the memoranda, data and information now in its possession about the Process, and the Seller further agrees to immediately deliver to the Buyer a written description [or Specify other form of Media] of any new information or data about the Process which may come into the Seller's possession.
2.   The Seller agrees that it will never directly or indirectly at any time impart or disclose knowledge or information about the Process or any improvements thereto to any person other than the Buyer or persons designated in writing by the Buyer.
3.   The Seller agrees immediately to adequately and fully train the Buyer in the Process and in its practical application and use (the "Training"), such Training to be provided at a time mutually convenient to the parties hereto. The Training shall take place at the Seller's premises at [Address of Seller] unless attendance at some other place shall be necessary to complete the instruction. The Training shall be for a period not exceeding [No. of Hours of Training (ie. 25 hours)].
4.   The Seller represents that (i) it has invented and discovered the Process, (ii) it has not at any time divulged or imparted the Process or any part of it to any other person or corporation, and (iii) it is the absolute owner of the Process, free and clear of any security interest, claim, demand, lien or encumbrance upon it.
5.   In consideration for the sale of the Process and for providing the Training, the Buyer agrees to pay the Seller a royalty (the "Royalty") of $[Specify Amount of Royalty (ie. $10.00)] on each item produced by the Process up to a maximum Royalty payment of $[Specify Maximum Royalty Amount (ie. $2,000,000.00)] shall have been paid to the Seller by the Buyer. The Buyer agrees to render statements to the Seller on a  basis of setting out in reasonable detail the sales of products utilizing the Process, accompanied by a remittance of the Royalty for such period, and the Buyer agrees to continue to render these statements until the Seller shall have been paid the full amount of the Royalty payable under this Agreement.
6.   The Buyer agrees that, immediately after completion of the Training, it will use reasonable commercial efforts to commercialize and exploit the Process to the full extent thereof, including the promotion, manufacture and sale of the products manufactured by the use of the Process until the maximum Royalty payable under this Agreement shall have been paid in full.
7.   The Buyer agrees not to sell the Process or divulge any confidential information relating to the Process until the maximum Royalty payable under this Agreement shall have been paid in full.
8.   The Buyer agrees to permit the Seller, upon two (2) days' prior written notice and at intervals of not more than once every six (6) months, to examine the Buyer's books, accounts and vouchers of the sales of the products manufactured by the Process either by itself or by its agents and accountants, until the maximum Royalty payable under this Agreement shall have been paid in full.
9.   This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
10.   The parties hereto shall, at their own expense, from time to time do, execute and deliver, or cause to be done, executed and delivered, all such further acts, documents and things as the other may reasonably request for the purpose of giving effect to the true meaning and intent of this Agreement.
11.   This Agreement, including any Schedules hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and, except as stated herein or in the instruments and documents to be executed and delivered pursuant hereto, contains all the representations and warranties of the respective parties relating to the subject matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
 
 
[NAME OF BUYER]
 
 
 
 
 
[NAME OF SELLER]
 
Number of Pages5
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28844
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Proprietary Process Sale Agreement
(Long form)

 

 

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Seller] (the "Seller") of [Address of Seller] and [Name of Buyer] (the "Buyer") of [Address of Buyer].
WHEREAS:
(A)   The Seller has invented and discovered a proprietary process for [Describe the Process] (collectively the "Process"); and
(B)   The Seller wishes to sell the Process to the Buyer and the Buyer wishes to purchase the Process from the Seller:
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.   The Seller agrees to deliver to the Buyer a manuscript description [or Specify other form of Media] of the Process, accompanied by all the memoranda, data and information now in its possession about the Process, and the Seller further agrees to immediately deliver to the Buyer a written description [or Specify other form of Media] of any new information or data about the Process which may come into the Seller's possession.
2.   The Seller agrees that it will never directly or indirectly at any time impart or disclose knowledge or information about the Process or any improvements thereto to any person other than the Buyer or persons designated in writing by the Buyer.
3.   The Seller agrees immediately to adequately and fully train the Buyer in the Process and in its practical application and use (the "Training"), such Training to be provided at a time mutually convenient to the parties hereto. The Training shall take place at the Seller's premises at [Address of Seller] unless attendance at some other place shall be necessary to complete the instruction. The Training shall be for a period not exceeding [No. of Hours of Training (ie. 25 hours)].
4.   The Seller represents that (i) it has invented and discovered the Process, (ii) it has not at any time divulged or imparted the Process or any part of it to any other person or corporation, and (iii) it is the absolute owner of the Process, free and clear of any security interest, claim, demand, lien or encumbrance upon it.
5.   In consideration for the sale of the Process and for providing the Training, the Buyer agrees to pay the Seller a royalty (the "Royalty") of $[Specify Amount of Royalty (ie. $10.00)] on each item produced by the Process up to a maximum Royalty payment of $[Specify Maximum Royalty Amount (ie. $2,000,000.00)] shall have been paid to the Seller by the Buyer. The Buyer agrees to render statements to the Seller on a  basis of setting out in reasonable detail the sales of products utilizing the Process, accompanied by a remittance of the Royalty for such period, and the Buyer agrees to continue to render these statements until the Seller shall have been paid the full amount of the Royalty payable under this Agreement.
6.   The Buyer agrees that, immediately after completion of the Training, it will use reasonable commercial efforts to commercialize and exploit the Process to the full extent thereof, including the promotion, manufacture and sale of the products manufactured by the use of the Process until the maximum Royalty payable under this Agreement shall have been paid in full.
7.   The Buyer agrees not to sell the Process or divulge any confidential information relating to the Process until the maximum Royalty payable under this Agreement shall have been paid in full.
8.   The Buyer agrees to permit the Seller, upon two (2) days' prior written notice and at intervals of not more than once every six (6) months, to examine the Buyer's books, accounts and vouchers of the sales of the products manufactured by the Process either by itself or by its agents and accountants, until the maximum Royalty payable under this Agreement shall have been paid in full.
9.   This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
10.   The parties hereto shall, at their own expense, from time to time do, execute and deliver, or cause to be done, executed and delivered, all such further acts, documents and things as the other may reasonably request for the purpose of giving effect to the true meaning and intent of this Agreement.
11.   This Agreement, including any Schedules hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and, except as stated herein or in the instruments and documents to be executed and delivered pursuant hereto, contains all the representations and warranties of the respective parties relating to the subject matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
 
 
[NAME OF BUYER]
 
 
 
 
 
[NAME OF SELLER]
 

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