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Sublicense
"I need a Sublicense agreement for software distribution rights in Austria, allowing my company to sublicense our licensed accounting software to small businesses, with a planned effective date of March 1, 2025."
1. Parties: Identification of the sublicensor and sublicensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, reference to the main license agreement, and the sublicensor's authority to grant sublicenses
3. Definitions: Key terms used throughout the agreement, including Licensed IP, Territory, Field of Use, and other relevant definitions
4. Grant of Sublicense: Scope of the sublicense, including specific rights granted, territory limitations, and field of use restrictions
5. Main License Compliance: Obligations to comply with main license terms and flow-down provisions
6. Payment Terms: License fees, royalties, payment schedule, reporting requirements, and audit rights
7. Quality Control: Standards and requirements for use of the licensed IP, inspection rights, and approval processes
8. Intellectual Property Protection: Obligations regarding IP protection, infringement reporting, and enforcement rights
9. Representations and Warranties: Statements regarding authority to grant sublicense, IP ownership, and other standard warranties
10. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
11. Post-Termination Obligations: Requirements and restrictions after agreement termination
12. Confidentiality: Protection of confidential information exchanged during the agreement
13. General Provisions: Standard clauses including governing law, dispute resolution, notices, and assignment
1. Minimum Performance Requirements: Include when sublicensee must meet specific sales or performance targets
2. Marketing and Promotion: Include when specific marketing obligations or restrictions apply to the sublicensee
3. Technical Support: Include when the sublicense includes technical support or maintenance services
4. Training: Include when the sublicensor must provide training on licensed technology or processes
5. Export Control: Include when the licensed IP is subject to export control regulations
6. Source Code Escrow: Include for software sublicenses where source code access may be required
7. Data Protection: Include when personal data processing is involved in the sublicense arrangement
8. Insurance: Include when specific insurance coverage is required for the sublicensee
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being sublicensed
2. Schedule 2 - Main License Terms: Relevant excerpts or summary of main license agreement terms that apply to sublicensee
3. Schedule 3 - Territory and Field of Use: Detailed definition of geographic territory and permitted uses
4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
5. Schedule 5 - Quality Standards: Specific quality control requirements and processes
6. Schedule 6 - Technical Specifications: Technical details and requirements for licensed technology or processes
7. Appendix A - Approved Forms: Standard forms for reporting, requests, and notifications
8. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding elements
Authors
Affiliate
Authorized Purpose
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Improvement
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Main License
Main License Agreement
Main Licensor
Net Sales
Patent Rights
Products
Quarter
Renewal Term
Royalties
Sublicensed Rights
Sublicensed Territory
Sublicensee
Sublicensor
Technical Information
Term
Territory
Third Party
Trade Marks
Use
Working Day
Grant of Rights
License Restrictions
Territory Restrictions
Payment Terms
Royalties
Reporting
Audit Rights
Quality Control
Intellectual Property Rights
IP Protection
Compliance with Main License
Warranties
Representations
Liability
Indemnification
Confidentiality
Term
Termination
Post-Termination
Force Majeure
Assignment
Non-Competition
Technical Support
Training
Documentation
Record Keeping
Dispute Resolution
Governing Law
Insurance
Data Protection
Export Control
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Anti-Corruption
Competition Law Compliance
Technology and Software
Manufacturing
Pharmaceuticals and Healthcare
Media and Entertainment
Telecommunications
Automotive
Consumer Goods
Professional Services
Research and Development
Education and Training
Retail and Distribution
Industrial Equipment
Legal
Intellectual Property
Business Development
Commercial
Compliance
Operations
Technology Transfer
Research and Development
Corporate Affairs
Licensing Operations
Contract Administration
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Contract Manager
Commercial Director
Chief Legal Officer
Technology Transfer Officer
Compliance Officer
General Counsel
IP Rights Administrator
Partnership Manager
Chief Technology Officer
Operations Director
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