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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement and brief description of the intellectual property being licensed
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Explicit statement of exclusive perpetual rights being granted, including scope and territory
5. License Fee and Payment Terms: Details of one-time fees, recurring royalties, and payment mechanics
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Quality Control: Standards and requirements for use of licensed property
8. Obligations of the Parties: Specific duties and responsibilities of both licensor and licensee
9. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement
10. Indemnification: Mutual indemnification provisions for third-party claims
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Term and Termination: Duration of agreement and grounds for termination despite perpetual nature
13. Effects of Termination: Consequences and obligations upon termination
14. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Improvements: Include when dealing with technology licenses where improvements may be developed
3. Export Control: Include when licensed property may be subject to export regulations
4. Source Code Escrow: Include for software licenses where source code protection is needed
5. Insurance: Include when specific insurance requirements are necessary for risk management
6. Audit Rights: Include when licensor requires right to audit licensee's use or royalty calculations
7. Marketing and Promotion: Include when specific marketing requirements or restrictions apply
8. Competition Restrictions: Include when additional non-compete provisions are necessary
1. Schedule 1 - Licensed Property: Detailed description of intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for licensed property
3. Schedule 3 - Quality Control Requirements: Detailed quality standards and testing procedures
4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
5. Schedule 5 - Approved Form of Sub-license: Template for sub-licensing if permitted
6. Appendix A - Territory Definition: Detailed description of geographic territory covered by license
7. Appendix B - Approved Uses: Specific permitted uses of the licensed property
8. Appendix C - Brand Guidelines: Guidelines for use of licensed trademarks or branding elements
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Competing Product
Confidential Information
Control
Derivative Works
Documentation
Effective Date
Encumbrance
Exercise Price
Force Majeure Event
Foreground IP
Good Industry Practice
Gross Revenue
Improvements
Intellectual Property Rights
Know-How
License
Licensed Products
Licensed Property
Licensed Rights
Licensed Territory
Licensee
Licensor
Loss
Material Breach
Net Sales
Parties
Patent Rights
Permitted Use
Quality Standards
Quarter
Regulatory Approvals
Related Persons
Relevant Authority
Royalty
Source Code
Specifications
Sub-license
Technical Information
Term
Territory
Third Party
Trade Marks
UAE
Working Day
Grant of License
Exclusivity
Territory
Duration
Payment
Royalties
Quality Control
Intellectual Property Rights
Warranties
Representations
Sub-licensing
Technology Transfer
Confidentiality
Non-Competition
Performance Obligations
Audit Rights
Record Keeping
Insurance
Indemnification
Force Majeure
Assignment
Termination
Post-Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Language
Registration
Regulatory Compliance
Export Control
Tax
Brand Protection
Technical Support
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Media & Entertainment
Consumer Products
Telecommunications
Biotechnology
Automotive
Fashion & Luxury Goods
Research & Development
Legal
Intellectual Property
Commercial
Business Development
Research & Development
Finance
Technology
Compliance
Operations
Strategy
Chief Legal Officer
Intellectual Property Counsel
Commercial Director
Chief Technology Officer
Licensing Manager
Business Development Director
Chief Executive Officer
Contract Manager
IP Portfolio Manager
General Counsel
Head of Research & Development
Chief Commercial Officer
Technology Transfer Manager
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