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License Arrangement
"I need an Austrian License Arrangement for granting exclusive rights to a software company to use our patented AI technology in the European Union, with royalty payments of 5% of net sales and an initial term starting January 1, 2025."
1. Parties: Identification and details of the licensor and licensee, including registration numbers and addresses
2. Background: Context of the agreement, ownership confirmation of the licensed material, and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement, including technical terms and specific Austrian legal terminology
4. Grant of License: Scope of the license, whether exclusive or non-exclusive, territory, and permitted uses
5. License Fee and Payment Terms: Financial terms, payment schedule, currency, and payment methods
6. Duration and Termination: Term of the license, renewal provisions, and circumstances for termination
7. Licensor's Obligations: Responsibilities of the licensor, including delivery of materials and technical support
8. Licensee's Obligations: Responsibilities of the licensee, including usage restrictions and reporting requirements
9. Intellectual Property Rights: Confirmation of IP ownership, protection measures, and handling of improvements
10. Warranties and Representations: Standard warranties regarding ownership, right to license, and compliance with laws
11. Liability and Indemnification: Limitation of liability provisions and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Quality Control: Required for trademark licenses or when licensed material quality needs monitoring
2. Sub-licensing Rights: Include when licensee may be permitted to sub-license the material
3. Source Code Escrow: For software licenses where source code protection is needed
4. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
5. Export Control: Necessary for technologies or products subject to export restrictions
6. Maintenance and Support: For technical licenses requiring ongoing support services
7. Change Control: For licenses where licensed material may need updates or modifications
8. Insurance: When specific insurance coverage is required for high-risk licenses
9. Competition Law Compliance: For licenses that might impact market competition
10. Force Majeure: Detailed force majeure provisions beyond standard terms
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or materials
2. Schedule 2 - Technical Specifications: Technical details, standards, and requirements for the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Performance standards and metrics for technical support or maintenance
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule 6 - Quality Standards: Specific quality requirements and testing procedures
7. Appendix A - Usage Guidelines: Detailed guidelines for proper use of the licensed material
8. Appendix B - Reporting Templates: Standard forms for required periodic reporting
9. Appendix C - Contact Details: Key contacts for both parties for various aspects of the agreement
Authors
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Control
Documentation
Effective Date
Force Majeure Event
Foreground IP
Improvement
Initial Term
Intellectual Property Rights
License
License Fee
Licensed Material
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Party/Parties
Patent Rights
Permitted Purpose
Permitted Use
Quality Standards
Renewal Term
Royalties
Specifications
Sub-license
Technical Information
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Recitals
Definitions
Grant of License
License Scope
Territory
Duration
Payment Terms
Royalties
Intellectual Property Rights
Quality Control
Technical Support
Maintenance
Sub-licensing
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Assignment
Compliance with Laws
Competition Law
Export Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Costs
Relationship of Parties
Survival
Insurance
Reporting Requirements
Audit Rights
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Research and Development
Automotive
Consumer Goods
Industrial Equipment
Telecommunications
Healthcare
Education
Fashion and Design
Chemical Industry
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Compliance
Operations
Technology Transfer
Innovation
Product Development
Contracts Administration
Patent Administration
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research Director
Commercial Director
Contract Manager
Patent Attorney
Technology Transfer Officer
Innovation Manager
Chief Legal Officer
Compliance Officer
Product Manager
Operations Director
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