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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: Defined terms used throughout the agreement
4. Grant of License: Scope and nature of the license (exclusive/non-exclusive), permitted uses, and territorial restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, and calculation of royalties if applicable
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Obligations of the Licensor: Licensor's duties including delivery, maintenance, and support obligations
8. Obligations of the Licensee: Licensee's duties including usage restrictions and reporting requirements
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Warranties and Indemnification: Warranties regarding IP ownership and indemnification provisions
12. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Source Code Escrow: For software licenses, provisions for source code deposit and release conditions
2. Quality Control: For trademark or brand licensing, specifications for maintaining quality standards
3. Sublicensing Rights: Terms governing the licensee's right to sublicense, if permitted
4. Export Control: For international licensing of regulated technology or software
5. Data Protection: For licenses involving personal data processing or transfer
6. Performance Metrics: Specific performance requirements and measurement criteria
7. Training and Support: Additional services provided by licensor
8. Insurance Requirements: Specific insurance obligations for high-risk licenses
9. Change Control: Procedures for managing changes to licensed material or terms
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4 - Service Level Agreement: Performance standards and support requirements if applicable
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if sublicensing is permitted
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material
7. Appendix B - Reporting Templates: Standard forms for required periodic reports
8. Appendix C - Quality Control Standards: Detailed quality requirements and testing procedures if applicable
Agreement
Background IP
Commencement Date
Confidential Information
Documentation
Effective Date
Field of Use
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Material
Licensed Products
Licensed Technology
License Fees
License Period
Net Sales
Patent Rights
Permitted Purpose
Proprietary Information
Quality Standards
Renewal Term
Royalties
Source Code
Specifications
Sub-license
Technical Information
Territory
Third Party
Trademarks
Updates
Upgrades
Use
Working Day
Intellectual Property Rights
License Fees and Royalties
Payment Terms
Territory and Exclusivity
Term and Duration
Termination
Quality Control
Performance Obligations
Technical Support
Maintenance
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Record Keeping
Audit Rights
Sub-licensing
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Severability
Waiver
Competition Law Compliance
Export Control
Insurance
Reporting Requirements
Non-Competition
Intellectual Property Protection
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Consumer Goods
Automotive
Research and Development
Education
Healthcare
Telecommunications
Fashion and Luxury Goods
Industrial Equipment
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Licensing
Innovation
Technology Transfer
Contracts
Corporate Affairs
Legal Counsel
Intellectual Property Manager
Licensing Manager
Business Development Manager
Chief Technology Officer
Research Director
Commercial Director
Contract Manager
Innovation Manager
Patent Attorney
General Counsel
Chief Legal Officer
Technology Transfer Officer
IP Commercialization Manager
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