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1. Parties: Identification of all parties including sub-licensor and sub-licensee, with full legal names and addresses
2. Background: Context of the agreement, reference to head license, and confirmation of sub-licensor's authority to grant sub-license
3. Definitions: Detailed definitions of terms used throughout the agreement, including Licensed Rights, Territory, and Term
4. Grant of Sub-License: Specific rights being granted, scope, limitations, and territory restrictions
5. Term and Renewal: Duration of the sub-license and any renewal provisions
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Obligations of Sub-Licensee: Specific duties, quality control requirements, and compliance obligations
8. Quality Control and Standards: Quality standards to be maintained and inspection rights
9. Intellectual Property Protection: IP ownership, protection measures, and infringement procedures
10. Compliance with Head License: Obligations to ensure compliance with main license terms
11. Warranties and Representations: Warranties regarding authority to grant license and IP ownership
12. Termination: Termination rights, procedures, and consequences
13. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Sub-License of Improvements: Include when sub-licensee is permitted to develop and potentially sub-license improvements to the licensed technology
2. Export Control: Include when licensed rights involve technology or products subject to export restrictions
3. Source Code Escrow: Include for software licenses where source code access may be required
4. Training and Support: Include when technical support or training is part of the sub-license arrangement
5. Marketing and Promotion: Include when sub-licensee has specific marketing rights or obligations
6. Competition Restrictions: Include when there are specific non-compete or territory restrictions
7. Data Protection: Include when licensed rights involve processing of personal data
8. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
1. Schedule 1 - Licensed Rights: Detailed description of intellectual property being sub-licensed
2. Schedule 2 - Territory: Detailed definition of geographic territory for sub-license
3. Schedule 3 - Payment Terms: Detailed breakdown of fees, royalties, and payment calculations
4. Schedule 4 - Quality Standards: Specific quality control requirements and standards
5. Schedule 5 - Head License Terms: Relevant excerpts or summary of head license terms affecting sub-license
6. Schedule 6 - Technical Specifications: Technical details of licensed technology or products
7. Schedule 7 - Approved Sub-License Activities: List of specifically permitted activities under the sub-license
8. Appendix A - Form of Reports: Templates for required reporting under the agreement
Applicable Laws
Background IP
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Head License
Head License Agreement
Head Licensor
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Technology
Licensee Materials
Losses
Net Sales
Original Rights
Permitted Purpose
Permitted Sub-Licensees
Quality Standards
Renewal Term
Royalties
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Information
Term
Territory
Third Party
Trademarks
Working Day
Grant of Sub-License
Term and Renewal
Payment and Royalties
Quality Control
Compliance with Head License
Intellectual Property Rights
Confidentiality
Warranties and Representations
Indemnification
Insurance
Record Keeping and Audit Rights
Reports and Inspections
Non-Competition
Assignment and Sub-Contracting
Force Majeure
Termination
Post-Termination Obligations
Notices
Governing Law and Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Amendments
Third Party Rights
Waiver
Further Assurance
Counterparts
Language
Costs
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Media & Entertainment
Telecommunications
Retail & Consumer Goods
Education & Training
Research & Development
Automotive
Fashion & Luxury Goods
Legal
Intellectual Property
Commercial
Business Development
Compliance
Operations
Partnerships
Technology Transfer
Research and Development
Corporate Affairs
Strategy
Finance
Legal Counsel
Licensing Manager
Intellectual Property Director
Commercial Director
Business Development Manager
Compliance Officer
Contract Manager
Technology Transfer Officer
Chief Legal Officer
Chief Technology Officer
IP Rights Manager
Operations Director
Partnership Manager
General Counsel
Regional Manager
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