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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the intellectual property being licensed, and parties' authority to enter into the agreement
3. Definitions: Key terms used throughout the agreement, including specific definitions for Licensed Rights, Territory, Field of Use, and Sublicensing Rights
4. Grant of License: Scope of the license grant, including explicit sublicensing rights and any territorial or field-of-use limitations
5. Sublicensing Rights and Obligations: Detailed provisions regarding the licensee's right to sublicense, including any restrictions, approval requirements, and obligations regarding sublicensees
6. Payment Terms: License fees, royalties, including provisions for sublicense revenue sharing
7. Protection and Enforcement: Rights and obligations regarding IP protection and enforcement, including cooperation in case of infringement
8. Quality Control: Quality standards and control measures for licensed products/services, including those provided by sublicensees
9. Representations and Warranties: Parties' representations regarding IP ownership, right to license, and other material aspects
10. Term and Termination: Duration of the agreement, renewal provisions, termination grounds and consequences, including effect on sublicenses
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution
1. Minimum Performance Requirements: Include when specific performance targets are required for maintaining the license
2. Audit Rights: Include when detailed financial reporting and audit provisions are needed, especially for revenue-based royalties
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply to the licensed rights
4. Technical Support: Include when the licensor provides technical support or training
5. Data Protection: Include when personal data processing is involved in the licensed activities
6. Export Control: Include for technologies or products subject to export restrictions
7. Source Code Escrow: Include for software licenses where source code protection is needed
8. Insurance Requirements: Include when specific insurance coverage is required for licensed activities
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being licensed
2. Schedule 2 - Territory and Field of Use: Specific definition of geographic territories and permitted fields of use
3. Schedule 3 - Payment Terms: Detailed breakdown of all financial terms, including royalty calculations
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Approved Form of Sublicense: Template or minimum terms required in sublicense agreements
6. Schedule 6 - Technical Specifications: Technical details and specifications for licensed technology or products
7. Appendix A - Reporting Templates: Standard forms for required periodic reports
8. Appendix B - Contact Details: Key contacts and notice details for both parties
Affiliate
Approved Sublicensee
Commencement Date
Confidential Information
Effective Date
Field of Use
Gross Revenue
Improvement
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Technology
License Fees
Net Sales
Patent Rights
Quality Standards
Renewal Term
Royalties
Sublicense
Sublicense Agreement
Sublicense Fees
Sublicensee
Sublicensing Rights
Technical Information
Territory
Term
Third Party
Trademarks
Trade Secrets
Working Day
Grant of Rights
Sublicensing Rights
Territory and Exclusivity
License Fees and Royalties
Payment Terms
Quality Control
Intellectual Property Protection
Confidentiality
Representations and Warranties
Indemnification
Limitation of Liability
Record Keeping and Audit Rights
Term and Termination
Effect of Termination
Force Majeure
Assignment and Transfer
Compliance with Laws
Non-Competition
Performance Obligations
Reporting Requirements
Technical Support
Improvements
Marketing and Promotion
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Further Assurance
Technology
Software Development
Pharmaceutical
Biotechnology
Manufacturing
Medical Devices
Telecommunications
Research & Development
Entertainment & Media
Consumer Electronics
Industrial Engineering
Chemical Industry
Automotive
Artificial Intelligence
Financial Technology
Legal
Intellectual Property
Business Development
Research & Development
Licensing
Commercial
Compliance
Technology Transfer
Innovation
Corporate Development
Product Development
Strategy
Operations
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Technology Transfer Director
Business Development Manager
Patent Attorney
Commercial Contract Manager
Legal Counsel
IP Rights Manager
Innovation Director
Research & Development Director
Chief Technology Officer
General Counsel
Compliance Officer
Partnership Manager
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