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License To Use Intellectual Property
"I need a License To Use Intellectual Property agreement for licensing our proprietary software to an Austrian manufacturing company, with exclusive rights in the DACH region, including maintenance services and source code escrow provisions, starting March 1, 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, description of the IP, and parties' objectives
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses
5. Term and Termination: Duration of the license and circumstances for termination
6. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements
7. IP Protection and Ownership: Confirmation of IP ownership and protection measures
8. Licensee Obligations: Key responsibilities of the licensee in using the IP
9. Quality Control: Standards and requirements for IP use and quality maintenance
10. Warranties and Representations: Guarantees regarding IP ownership, right to license, and non-infringement
11. Indemnification: Protection against third-party claims and liability allocation
12. Confidentiality: Protection of confidential information exchanged during the license term
13. General Provisions: Standard clauses including governing law, notices, and assignment
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Source Code Escrow: For software licenses where source code access may be needed in specific circumstances
3. Development and Improvements: Include when parties will collaborate on IP development or share improvements
4. Export Control: Required when IP is subject to export control regulations
5. Data Protection: Include when license involves processing of personal data
6. Non-Competition: Optional restrictions on competitive activities
7. Insurance Requirements: Include when specific insurance coverage is required for IP use
8. Marketing and Promotion: Include when agreement covers marketing rights and obligations
1. Schedule A - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule B - License Fees: Detailed breakdown of payment terms, royalty calculations, and reporting requirements
3. Schedule C - Technical Specifications: Technical details and requirements for IP implementation
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Approved Uses: Specific approved uses and applications of the licensed IP
6. Appendix 1 - Form of Reports: Templates for required reporting under the agreement
7. Appendix 2 - Support Services: Details of any technical support or maintenance services
8. Appendix 3 - Territory Map: Geographic definition of licensed territory if applicable
Authors
Affiliate
Authorized Purpose
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Gross Revenue
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
License Fees
Licensee
Licensor
Net Sales
Patents
Permitted Use
Products
Renewal Term
Royalty
Specifications
Source Code
Technical Information
Term
Territory
Third Party
Trademarks
Trade Secrets
Updates
Upgrades
User Documentation
Working Day
License Scope
Territory
Exclusivity
Term and Duration
Payment and Royalties
Audit Rights
Quality Control
Performance Obligations
Technical Support
Maintenance
IP Ownership
IP Protection
Warranties
Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Sublicensing
Improvements
Export Control
Data Protection
Record Keeping
Reporting
Insurance
Force Majeure
Termination
Post-Termination
Dispute Resolution
Governing Law
Jurisdiction
Notice
Amendment
Severability
Entire Agreement
Third Party Rights
Waiver
Compliance with Laws
Technology and Software
Manufacturing
Media and Entertainment
Pharmaceuticals and Biotechnology
Research and Development
Consumer Goods
Industrial Design
Fashion and Luxury Goods
Publishing
Gaming and Interactive Entertainment
Telecommunications
Medical Devices
Legal
Intellectual Property
Research and Development
Business Development
Operations
Compliance
Commercial
Technology Transfer
Innovation
Product Development
Licensing Operations
Contract Administration
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Commercial Director
Chief Technology Officer
Research and Development Director
Business Development Manager
Contract Manager
Innovation Manager
Patent Attorney
Technology Transfer Officer
General Counsel
IP Operations Manager
Compliance Officer
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