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1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including brief description of parties' patent portfolios and business relationship
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Patents', 'Field of Use', 'Technical Information', etc.
4. Grant of License: Detailed terms of the mutual patent licenses, including scope, territory, and field of use restrictions
5. License Fees and Royalties: Financial terms of the cross-license, including any balancing payments if applicable
6. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
7. Representations and Warranties: Parties' assertions regarding patent ownership, right to license, and validity
8. Confidentiality: Obligations regarding protection of confidential information exchanged under the agreement
9. Enforcement and Defense: Rights and obligations regarding patent enforcement against third parties and defense of licensed patents
10. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
11. General Provisions: Standard contractual provisions including notices, assignment, amendments, and severability
1. Technology Transfer: Provisions for sharing technical knowledge and know-how, used when the agreement includes technology transfer beyond patent rights
2. Improvements: Terms governing rights to technological improvements, used when parties want to address future developments
3. Sublicensing Rights: Terms governing ability to sublicense, included when sublicensing is permitted
4. Quality Control: Standards for product quality and inspection rights, included when quality control is important for brand protection
5. Export Control: Compliance with export control laws, included when licensed technology is subject to export restrictions
6. Most Favored Licensee: Provisions ensuring competitive license terms, included when parties want protection against more favorable terms being given to others
7. Patent Marking: Requirements for marking products with patent numbers, included when physical products are involved
1. Schedule A - Licensed Patents: Comprehensive list of patents and patent applications covered by the license from first party
2. Schedule B - Licensed Patents: Comprehensive list of patents and patent applications covered by the license from second party
3. Schedule C - Technical Fields: Detailed description of technical fields or products covered by the license
4. Schedule D - Royalty Calculation: Detailed methodology for calculating any royalties or balancing payments
5. Appendix 1 - Form of Quarterly Report: Template for required periodic reports on license implementation
6. Appendix 2 - Technical Standards: Specific technical standards applicable to licensed products or processes
Agreement
Background IP
Confidential Information
Effective Date
Field of Use
Foreground IP
Improvements
Licensed Patents
Licensed Products
Licensed Technology
Net Sales
Patent Applications
Patent Rights
Patents
Prosecution
Quarter
Royalty
Subsidiary
Technical Information
Territory
Third Party
Trade Secrets
Valid Claim
Calendar Year
Commercial Use
Deliverables
Documentation
Export Laws
Force Majeure
Intellectual Property Rights
Know-How
Licensed Field
Notice
Patent Families
Quality Standards
Related Patents
Research Use
Technical Assistance
Term
Grant of Rights
License Scope
Royalties
Payment Terms
Patent Prosecution
Patent Maintenance
Representations and Warranties
Confidentiality
Term and Termination
Quality Control
Technical Assistance
Improvements
Patent Marking
Export Control
Infringement
Enforcement Rights
Indemnification
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Competition Law Compliance
Sub-licensing
Most Favored Nation
Audit Rights
Technology Transfer
Non-Challenge
Survival
Technology
Telecommunications
Pharmaceuticals
Electronics
Automotive
Semiconductor
Software Development
Manufacturing
Biotechnology
Industrial Automation
Medical Devices
Aerospace
Consumer Electronics
Legal
Intellectual Property
Research and Development
Executive Leadership
Business Development
Technology Transfer
Innovation
Patent Operations
Corporate Strategy
Product Development
Technical Operations
Chief Technology Officer
Head of Legal
Patent Attorney
Intellectual Property Counsel
Research and Development Director
Chief Executive Officer
Chief Legal Officer
Licensing Manager
Innovation Director
Technology Transfer Officer
Legal Counsel
Head of Intellectual Property
Business Development Director
Chief Innovation Officer
Patent Portfolio Manager
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