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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the intellectual property and business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted
5. Right of First Refusal: Detailed mechanism of the right of first refusal, including notification process, exercise period, and terms
6. License Fees: Payment terms, royalties, and other financial considerations
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Intellectual Property Rights: Ownership and protection of IP rights
9. Confidentiality: Obligations regarding confidential information
10. Representations and Warranties: Standard warranties about ownership, authority to contract, and IP rights
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, and amendments
1. Quality Control: Required when the license involves trademarks or branding requirements
2. Territory Restrictions: Include when the license is limited to specific geographic areas
3. Sublicensing Rights: Include when sublicensing is permitted or specifically prohibited
4. Insurance: Include when specific insurance coverage is required
5. Export Control: Required when the licensed technology may be subject to export restrictions
6. Source Code Escrow: Include for software licenses where source code protection is needed
7. Competition Law Compliance: Include when the agreement might raise competition law concerns
8. Data Protection: Required when personal data processing is involved
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees and Payment Terms: Detailed breakdown of all financial terms and payment schedules
3. Schedule 3 - Technical Specifications: Technical details of the licensed technology or products
4. Schedule 4 - Quality Standards: Specific quality requirements and standards to be maintained
5. Schedule 5 - Notification Process: Detailed procedures for exercising the right of first refusal
6. Appendix A - Form of Notice: Template for right of first refusal notices
7. Appendix B - Approved Uses: Specific approved uses of the licensed IP
8. Appendix C - Territory Map: If territorial restrictions apply, detailed map or description of territories
Affiliate
Applicable Law
Business Day
Commencement Date
Competing Offer
Confidential Information
Exercise Notice
Exercise Period
First Refusal Notice
First Refusal Rights
Force Majeure Event
Governmental Authority
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Products
Licensed Technology
License Fees
License Territory
Licensee
Licensor
Net Sales
Notice Period
Offer Terms
Patents
Permitted Purpose
Permitted Use
Quality Standards
Renewal Term
Royalties
Swiss Law
Technical Documentation
Term
Third Party
Third Party Offer
Trademarks
Trade Secrets
Working Day
Grant of License
Right of First Refusal
License Fees and Royalties
Payment Terms
Term and Duration
Termination
Intellectual Property Rights
Quality Control
Confidentiality
Non-Competition
Representations and Warranties
Indemnification
Assignment and Transfer
Force Majeure
Notice Requirements
Dispute Resolution
Governing Law
Jurisdiction
Amendments
Severability
Entire Agreement
Third Party Rights
Compliance with Laws
Data Protection
Export Control
Insurance
Record Keeping
Audit Rights
Territory Restrictions
Sub-Licensing
Performance Obligations
Technical Support
Maintenance
Change Control
Liability Limitations
Technology
Software Development
Biotechnology
Pharmaceuticals
Manufacturing
Research & Development
Electronics
Telecommunications
Industrial Design
Consumer Goods
Media & Entertainment
Healthcare
Automotive
Legal
Intellectual Property
Commercial
Business Development
Research & Development
Technology Transfer
Licensing
Corporate Development
Innovation
Product Development
Chief Legal Officer
Head of Licensing
Intellectual Property Manager
Legal Counsel
Commercial Director
Business Development Manager
Technology Transfer Officer
Contract Manager
Chief Technology Officer
Research Director
Innovation Manager
Patent Attorney
Licensing Executive
General Counsel
Chief Executive Officer
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Organizational security:
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