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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Sets out the context of the agreement, including the licensor's ownership/rights in the content and the licensee's intended use
3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Content', 'Territory', 'Term', 'Intellectual Property Rights'
4. Grant of License: Specifies the scope of the license, including whether exclusive/non-exclusive, territory, term, and permitted uses
5. License Fees and Payment Terms: Details the financial terms, payment schedule, and any royalty calculations
6. Delivery and Technical Requirements: Specifies how the content will be delivered and any technical specifications or format requirements
7. Usage Rights and Restrictions: Detailed provisions on how the licensee may and may not use the licensed content
8. Quality Control and Approval Rights: Procedures for maintaining content quality and any approval requirements for content modifications
9. Intellectual Property Rights: Confirms ownership of IP and handles any derivative works or improvements
10. Representations and Warranties: Each party's assurances regarding their rights, authority, and content quality
11. Indemnification: Obligations to protect against third-party claims and IP infringement
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Term and Termination: Duration of agreement, renewal terms, and termination rights
14. Confidentiality: Protection of confidential information exchanged during the relationship
15. General Provisions: Standard boilerplate clauses including governing law, notices, assignment, etc.
1. Content Creation and Customization: Used when the licensee has rights to modify or create derivative works from the licensed content
2. Revenue Sharing: Include when the parties agree to share revenue generated from the licensed content
3. Marketing and Promotion: Add when specific marketing obligations or restrictions apply to either party
4. User Data and Privacy: Include when the licensed content involves collection or processing of user data
5. Content Updates and Maintenance: Required when the license includes ongoing content updates or maintenance services
6. Geographic Restrictions: Add detailed territory restrictions when geographic limitations are complex
7. Sublicensing Rights: Include when the licensee is permitted to sublicense the content to third parties
8. Export Control: Add for international licensing deals subject to export control regulations
9. Service Level Agreement: Include for digital content requiring specific uptime or performance levels
1. Schedule A - Licensed Content: Detailed description and inventory of all content covered by the license
2. Schedule B - Technical Specifications: Technical requirements, formats, and delivery specifications
3. Schedule C - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule D - Service Levels: Performance metrics and service level requirements for digital content
5. Schedule E - Approved Uses: Specific examples and use cases of permitted content usage
6. Schedule F - Style Guide: Brand guidelines and content presentation requirements
7. Appendix 1 - Content Delivery Schedule: Timeline and milestones for content delivery
8. Appendix 2 - Quality Control Procedures: Detailed procedures for content review and approval
9. Appendix 3 - Territory Map: Visual representation of licensed territories if geographically restricted
Intellectual Property Rights
Territory
Term
Effective Date
Confidential Information
Derivative Works
License Fees
Permitted Uses
Authorized Users
Content Specifications
Delivery Schedule
Quality Standards
Revenue
Net Revenue
Royalty Period
Reporting Period
Affiliate
Business Day
Force Majeure
Intellectual Property Claims
Licensed Marks
Platform
Technical Requirements
Usage Data
User
Content Updates
Distribution Channels
Documentation
Implementation Period
Launch Date
Maintenance
Metadata
Performance Standards
Quality Control Procedures
Related Materials
Service Levels
Source Materials
Specifications
Sub-licensee
Support Services
Third Party Content
Upgrades
Usage Reports
Working Hours
Definitions
Grant of License
Scope of License
Territory Rights
Usage Rights
Exclusivity
Payment
Royalties
Content Delivery
Technical Requirements
Quality Control
Approval Rights
Intellectual Property
Content Updates
Maintenance
Service Levels
Performance Standards
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Privacy
Term
Termination
Force Majeure
Assignment
Sub-licensing
Audit Rights
Reporting
Records
Notices
Governing Law
Dispute Resolution
Amendment
Entire Agreement
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
Media and Entertainment
Technology
Education
Publishing
Digital Services
Broadcasting
Gaming
E-commerce
Advertising and Marketing
Professional Services
Healthcare
Financial Services
Legal
Content Acquisition
Business Development
Digital Rights Management
Content Operations
Intellectual Property
Content Strategy
Business Affairs
Licensing Operations
Content Distribution
Contract Administration
Legal Counsel
Content Licensing Manager
Business Development Director
Content Acquisition Manager
Intellectual Property Manager
Digital Rights Manager
Content Strategy Director
Publishing Rights Manager
Media Distribution Manager
Contract Administrator
Chief Content Officer
Head of Content Partnerships
Copyright Manager
Content Operations Manager
Business Affairs Director
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