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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, brief description of the trade secret(s), and the parties' intentions
3. Definitions: Definitions of key terms including 'Trade Secrets', 'Confidential Information', 'Licensed Use', 'Territory', etc.
4. Grant of License: Scope of the license granted, including permitted uses, territory, and any field-of-use restrictions
5. License Fees and Payment Terms: Financial terms including licensing fees, royalties, payment schedule, and reporting requirements
6. Confidentiality Obligations: Detailed obligations regarding protection and non-disclosure of the trade secrets
7. Protection Measures: Specific security measures and protocols required to protect the trade secrets
8. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination
9. Post-Termination Obligations: Obligations that survive termination, including ongoing confidentiality and return of materials
10. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
11. Indemnification: Indemnification obligations of both parties
12. General Provisions: Standard boilerplate provisions including governing law, dispute resolution, and notices
1. Sublicensing Rights: Include when licensee is permitted to sublicense the trade secrets to third parties
2. Improvements: Include when parties want to address ownership and licensing of improvements to the trade secrets
3. Quality Control: Include when the trade secret relates to manufacturing or product development processes
4. Export Control: Include when the trade secret may be subject to export control regulations
5. Source Code Escrow: Include when the trade secret involves software or source code
6. Training and Support: Include when the licensor will provide technical support or training
7. Audit Rights: Include when licensor requires right to audit licensee's compliance
8. Insurance: Include when specific insurance coverage is required for the licensed activities
1. Schedule A - Description of Trade Secrets: Detailed description of the trade secrets being licensed
2. Schedule B - Authorized Personnel: List of personnel authorized to access the trade secrets
3. Schedule C - Security Protocols: Detailed security measures and procedures to be followed
4. Schedule D - License Fees and Royalty Calculations: Detailed breakdown of financial terms and calculation methods
5. Schedule E - Required Protection Measures: Specific technical and physical security measures required
6. Appendix 1 - Form of Confidentiality Agreement: Template confidentiality agreement for employees/contractors
7. Appendix 2 - Reporting Templates: Templates for required periodic reports
Authorized Personnel
Authorized Purpose
Authorized Representatives
Confidential Information
Disclosing Party
Effective Date
Field of Use
Improvements
License
Licensed Products
Licensed Process
Licensed Trade Secrets
Licensee
Licensor
Notice
Permitted Use
Receiving Party
Related Rights
Residual Information
Security Protocols
Subsidiary
Technical Documentation
Term
Territory
Third Party
Trade Secrets
Protected Information
Unauthorized Disclosure
Work Product
Intellectual Property Rights
Confidentiality Obligations
Security Measures
Compliance Requirements
Royalty Period
Net Sales
Gross Revenue
Protection Period
Restricted Access
Commercial Purpose
Recitals
Definitions
License Grant
Confidentiality
Trade Secret Protection
Payment
Royalties
Security Measures
Access Control
Use Restrictions
Quality Control
Audit Rights
Record Keeping
Reporting
Warranties
Representations
Non-Competition
Non-Disclosure
Intellectual Property
Term
Termination
Assignment
Sublicensing
Improvements
Technical Support
Training
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Indemnification
Insurance
Limitation of Liability
Compliance
Export Control
Notice
Amendment
Entire Agreement
Severability
Survival
Third Party Rights
Waiver
Counterparts
Technology
Manufacturing
Pharmaceuticals
Biotechnology
Chemical
Food & Beverage
Automotive
Aerospace
Software Development
Research & Development
Industrial Processing
Consumer Products
Energy
Mining
Healthcare
Legal
Intellectual Property
Research & Development
Information Security
Business Development
Compliance
Risk Management
Corporate Development
Technology Transfer
Innovation
Commercial Operations
Executive Leadership
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
General Counsel
Intellectual Property Counsel
Legal Director
Business Development Director
Research & Development Director
Technology Transfer Manager
Licensing Manager
Innovation Manager
Commercial Director
Chief Information Security Officer
Compliance Officer
Risk Manager
Corporate Counsel
Patent Attorney
Senior Contract Manager
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Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it


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