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Royalty Bearing License
"I need a Royalty Bearing License agreement under Austrian law for licensing our proprietary software to multiple European distributors, with quarterly royalty payments of 15% of net sales and the agreement starting January 1, 2025."
1. Parties: Identification and details of the licensor and licensee
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: Scope and nature of the license being granted, including any territorial restrictions
5. Royalty Payments: Structure of royalty calculations, payment terms, currency, and payment methods
6. Records and Audit Rights: Licensee's obligation to maintain records and licensor's right to audit
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Quality Control: Standards and requirements for using the licensed property
9. Confidentiality: Protection of confidential information exchanged during the license period
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Post-Termination Obligations: Obligations of parties after agreement termination
12. Representations and Warranties: Standard warranties regarding ownership, authority to license, and non-infringement
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Governing Law and Jurisdiction: Specification of Austrian law and competent courts
15. General Provisions: Standard boilerplate clauses including notice requirements, assignment, and amendments
1. Minimum Royalty Payments: Required when the licensor wants to ensure a minimum income regardless of sales performance
2. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses
3. Development Obligations: Necessary when the license includes obligations to further develop the licensed property
4. Marketing and Promotion: Include when specific marketing obligations are imposed on the licensee
5. Export Control: Required when the licensed property may be subject to export restrictions
6. Source Code Escrow: Include for software licenses where source code access may be needed in specific circumstances
7. Data Protection: Required when the licensed technology involves processing personal data
8. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
9. Competition Law Compliance: Required for licenses that might impact market competition
10. Change of Control: Include when rights/obligations should change upon change in company ownership
1. Licensed Property: Detailed description of the intellectual property being licensed
2. Royalty Calculation Methods: Detailed formulas and examples for calculating royalties
3. Technical Specifications: Technical details and requirements for using the licensed property
4. Quality Control Standards: Detailed quality requirements and testing procedures
5. Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Reporting Templates: Standard forms for royalty reporting and calculations
7. Territory Definition: Detailed description of geographical territories covered by the license
8. Trademark Usage Guidelines: Specific requirements for using licensed trademarks
9. Contact Details: Key contacts for both parties for various aspects of the agreement
10. Milestone Schedule: Timeline for any development or implementation milestones
Authors
Affiliate
Applicable Law
Background IP
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Gross Revenue
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Property
Licensed Technology
Licensed Trademarks
License Fee
Net Sales
Patents
Payment Period
Permitted Purpose
Quality Standards
Quarter
Renewal Term
Reporting Period
Royalties
Royalty Rate
Selling Price
Subsidiary
Sub-license
Technical Documentation
Territory
Term
Third Party
Trade Secrets
Working Day
Territory
Exclusivity
Royalty Payments
Payment Terms
Record Keeping
Audit Rights
Quality Control
Intellectual Property Rights
Sub-licensing
Technical Support
Confidentiality
Data Protection
Non-Competition
Representations and Warranties
Term and Duration
Termination
Post-Termination
Force Majeure
Assignment
Amendments
Notices
Severability
Waiver
Entire Agreement
Further Assurance
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Entertainment
Media & Publishing
Consumer Goods
Industrial Equipment
Research & Development
Telecommunications
Automotive
Electronics
Fashion & Apparel
Healthcare
Legal
Intellectual Property
Business Development
Finance
Research and Development
Product Development
Compliance
Commercial Operations
Technology Transfer
Innovation
Licensing Operations
Patent Administration
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Commercial Director
Contract Manager
Patent Attorney
Research Director
Chief Financial Officer
Technology Transfer Officer
Innovation Manager
Compliance Officer
General Counsel
Product Development Manager
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