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License And Supply Agreement
"I need a License and Supply Agreement for a software company licensing our proprietary AI technology and supplying related hardware components to an Austrian manufacturer, with exclusive rights in the DACH region and minimum purchase commitments of €500,000 annually."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope, nature, and terms of the license granted
5. Supply Obligations: Core supply terms, minimum purchase commitments, forecasting
6. Quality Requirements: Product specifications, quality standards, and compliance requirements
7. Ordering and Delivery: Process for ordering, delivery terms, and logistics
8. Prices and Payment: Pricing structure, payment terms, and invoicing
9. Intellectual Property Rights: Ownership and protection of IP rights
10. Confidentiality: Protection of confidential information
11. Term and Termination: Duration, renewal, and termination provisions
12. Warranties and Indemnities: Warranties, representations, and indemnification obligations
13. Liability: Limitation of liability and exclusions
14. Force Majeure: Events excusing performance
15. Governing Law and Jurisdiction: Applicable law and dispute resolution
16. General Provisions: Miscellaneous legal provisions including assignment, notices, and amendments
1. Regulatory Compliance: Include when products are subject to specific regulatory requirements
2. Quality Agreement: Include for pharmaceutical or medical device products
3. Territory Restrictions: Include when license or supply is limited to specific geographical areas
4. Non-Competition: Include when parties agree to restrict competitive activities
5. Marketing and Promotion: Include when parties collaborate on marketing activities
6. Training and Support: Include when technical training or support is part of the arrangement
7. Insurance: Include when specific insurance requirements are necessary
8. Data Protection: Include when personal data processing is involved
9. Source Code Escrow: Include for software licensing arrangements
10. Change Control: Include when formal change management procedures are required
1. Product Specifications: Detailed technical specifications of products
2. Price List: Detailed pricing structure and terms
3. Quality Standards: Specific quality requirements and testing procedures
4. Service Levels: Performance metrics and service level requirements
5. Licensed Materials: Details of licensed intellectual property
6. Territory: Detailed description of geographical territories
7. Minimum Purchase Commitments: Specific volume commitments and related terms
8. Technical Support Requirements: Support and maintenance specifications
9. Approved Subcontractors: List of approved third-party suppliers or contractors
10. Form of Purchase Order: Template for ordering products
Authors
Affiliate
Background IP
Business Day
Confidential Information
Delivery Date
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Materials
Licensed Products
Licensed Technology
License Fee
Minimum Purchase Commitment
Net Sales
Order
Patents
Products
Product Specifications
Purchase Price
Quality Standards
Quarter
Regulatory Approvals
Renewal Term
Royalties
Service Levels
Specifications
Supply Term
Technical Documentation
Term
Territory
Third Party
Trademarks
Working Days
Year
Territory Restrictions
Supply Obligations
Ordering and Delivery
Price and Payment
Intellectual Property Rights
Quality Requirements
Minimum Purchase Commitments
Technical Support
Training
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Change Control
Non-Competition
Audit Rights
Regulatory Compliance
Export Control
Marketing and Promotion
Record Keeping
Assignment
Subcontracting
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Force Majeure
Amendment
Waiver
Third Party Rights
Anti-Corruption
Counterparts
Technology and Software
Manufacturing
Pharmaceuticals and Healthcare
Automotive
Consumer Goods
Industrial Equipment
Electronics
Chemical and Materials
Food and Beverage
Telecommunications
Biotechnology
Energy
Defense and Aerospace
Legal
Commercial
Procurement
Intellectual Property
Supply Chain
Business Development
Operations
Finance
Research and Development
Quality Assurance
Compliance
Production
Technical Support
Legal Counsel
Commercial Director
Procurement Manager
Intellectual Property Manager
Supply Chain Manager
Business Development Director
Chief Technology Officer
Operations Director
Contract Manager
Licensing Manager
Quality Assurance Manager
Chief Financial Officer
Research and Development Director
Compliance Officer
Production Manager
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