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1. Parties: Identification of the Licensor and Licensee with their full legal names and addresses
2. Background: Reference to the original License Agreement including its date and subject matter, and brief context for the termination
3. Definitions: Key terms used in the termination agreement, including references to defined terms from the original License Agreement
4. Termination: Clear statement of the termination, effective date, and the grounds for termination if relevant
5. Mutual Release: Release of parties from future obligations under the License Agreement, except for surviving provisions
6. Surviving Provisions: Identification of provisions from the original agreement that will survive termination
7. Return of Materials: Requirements for returning or destroying licensed materials, documentation, and confidential information
8. Cessation of Use: Clear statement requiring immediate cessation of use of licensed intellectual property
9. Final Payments: Details of any final payments, refunds, or financial settlements between the parties
10. Acknowledgments: Mutual acknowledgments regarding compliance with the termination terms
11. Governing Law: Confirmation of the applicable law governing the termination agreement
12. Execution: Signature blocks and execution details
1. Transition Assistance: Include when there needs to be a transition period or assistance in transferring to alternative solutions
2. Dispute Resolution: Include when there are existing disputes or likely areas of conflict that need resolution
3. Public Announcements: Include when the termination may have public impact or market relevance
4. Non-Disparagement: Include when protecting reputation is a concern for either party
5. Indemnification: Include when specific indemnification provisions are needed for post-termination claims
6. Customer/User Transition: Include when end-users or customers need to be notified or transitioned
7. Asset Transfer: Include when physical or digital assets need to be transferred as part of the termination
1. Schedule A - Original License Agreement: Copy of the original License Agreement being terminated
2. Schedule B - Termination Timeline: Detailed timeline for implementing termination steps and deadlines
3. Schedule C - Outstanding Payments: List of any outstanding payments, refunds, or financial settlements
4. Schedule D - Materials for Return/Destruction: Inventory of materials, documentation, or other items to be returned or destroyed
5. Schedule E - Surviving Obligations: Detailed list of specific obligations that survive termination
6. Appendix 1 - Transition Plan: Detailed plan for transitioning services or systems if applicable
Original License Agreement
Effective Date
Termination Date
Licensed Materials
Licensed Technology
Licensed Rights
Licensed Products
Licensed Territory
Intellectual Property Rights
Confidential Information
Transition Period
Surviving Obligations
Return Period
Licensor
Licensee
Affiliate
Business Day
Governmental Authority
Law
Parties
Representatives
Termination Notice
Wind-down Period
Exit Plan
Completion Certificate
Final Payment
Outstanding Royalties
Accrued Rights
Derivative Works
Documentation
Improvements
Post-Termination Obligations
Residual Rights
Third Party Rights
Termination
Intellectual Property
Confidentiality
Return of Materials
Payment
Release
Representations and Warranties
Indemnification
Non-Competition
Non-Solicitation
Survival
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Counterparts
Further Assurance
Transition
Waiver
Third Party Rights
Costs
Data Protection
Public Announcements
Non-Disparagement
Compliance with Laws
Technology
Software Development
Manufacturing
Pharmaceutical
Entertainment
Media
Telecommunications
Biotechnology
Consumer Goods
Retail
Financial Services
Healthcare
Education
Research & Development
Gaming
Automotive
Legal
Intellectual Property
Licensing
Compliance
Risk Management
Business Development
Operations
Commercial
Technology
Research and Development
Procurement
Finance
Product Management
Partnership Management
Legal Counsel
Intellectual Property Manager
Licensing Director
Contract Manager
Business Development Manager
Chief Legal Officer
Chief Technology Officer
IP Rights Administrator
Commercial Director
Risk Manager
Compliance Officer
General Counsel
Operations Manager
Product Manager
Partnership Manager
Technology Transfer Officer
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