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1. Parties: Identification of the main license holder (sub-licensor) and the sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the main license agreement and confirmation of the sub-licensor's right to grant sub-licenses
3. Definitions: Definitions of key terms used throughout the agreement, including specific technical, commercial, and legal terminology
4. Grant of Sub-License: Detailed description of the rights being granted, including scope, territory, and any restrictions
5. Term and Termination: Duration of the sub-license, renewal provisions, and circumstances allowing termination
6. Payment Terms: Financial terms including license fees, royalties, payment schedules, and reporting requirements
7. Obligations of the Sub-Licensee: Specific duties and responsibilities of the sub-licensee, including quality control and reporting
8. Intellectual Property Rights: Provisions regarding ownership, protection, and enforcement of IP rights
9. Warranties and Representations: Warranties given by both parties, including authority to enter into agreement and IP ownership
10. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties
11. Confidentiality: Provisions for protecting confidential information exchanged under the agreement
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendment procedures
1. Quality Control: Required when the sub-license involves branded products or services requiring specific quality standards
2. Technology Transfer: Needed when technical knowledge or support is required for implementing the licensed technology
3. Export Control: Required when the licensed IP may be subject to export control regulations
4. Source Code Escrow: Relevant for software-related sub-licenses to ensure business continuity
5. Data Protection: Required when personal data processing is involved in the licensed activities
6. Competition Law Compliance: Needed when the sub-license arrangement could have competition law implications
7. Insurance: Required when specific insurance coverage is needed for the licensed activities
8. Marketing and Promotion: Relevant when the sub-license includes rights to promote or market the licensed IP
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed IP
3. Schedule 3 - Commercial Terms: Detailed financial terms, including fee structures and calculation methods
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Reporting Templates: Standard forms for required periodic reporting
6. Appendix A - Main License Agreement: Copy or relevant excerpts of the main license agreement
7. Appendix B - Territory Definition: Detailed description of the geographic territory covered by the sub-license
8. Appendix C - Approved Sub-License Products/Services: List of specific products or services covered by the sub-license
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Main License
Main License Agreement
Main Licensor
Net Sales
Original IP Owner
Payment Terms
Permitted Purpose
Quality Standards
Renewal Term
Royalties
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Documentation
Technical Information
Term
Territory
Third Party
Trade Marks
Working Day
Grant of Rights
Sub-License Scope
Term and Duration
Payment and Royalties
Quality Control
Intellectual Property Rights
Confidentiality
Warranties and Representations
Indemnification
Liability Limitation
Termination
Force Majeure
Competition Law Compliance
Data Protection
Technology Transfer
Audit Rights
Record Keeping
Non-Assignment
Export Control
Dispute Resolution
Governing Law
Insurance
Notices
Entire Agreement
Severability
Amendment
Third Party Rights
Further Assurance
Relationship of Parties
Counterparts
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Consumer Goods & Retail
Media & Entertainment
Telecommunications
Biotechnology
Research & Development
Automotive
Fashion & Luxury Goods
Legal
Intellectual Property
Commercial
Business Development
Research & Development
Compliance
Quality Assurance
Technical Operations
Finance
Strategy
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Business Development Manager
Chief Technology Officer
Research & Development Director
Compliance Officer
Contract Manager
IP Rights Administrator
Technology Transfer Officer
Quality Assurance Manager
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