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Business Licensing Agreement
"I need a Business Licensing Agreement under German law for licensing our proprietary software to automotive manufacturers in the EU, with specific provisions for source code escrow and quality control requirements to be effective from March 2025."
1. Parties: Identification and details of the licensor and licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Term
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. License Fees and Payment Terms: Financial terms, including license fees, royalties, payment schedule, and calculation methods
7. Obligations of the Licensor: Licensor's responsibilities, including maintenance of IP rights and provision of technical support
8. Obligations of the Licensee: Licensee's responsibilities, including quality standards, reporting requirements, and usage restrictions
9. Intellectual Property Rights: Ownership declarations, protection of IP rights, and handling of improvements or modifications
10. Quality Control: Quality standards, inspection rights, and approval processes
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Indemnities: Representations, warranties, and indemnification obligations of both parties
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for dispute resolution
14. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses to third parties
2. Technology Transfer: Include when the license involves complex technical knowledge requiring specific transfer provisions
3. Training and Support: Include when the license requires ongoing technical support or training
4. Export Control: Include when the licensed property may be subject to export regulations
5. Data Protection: Include when the license involves processing of personal data under GDPR
6. Source Code Escrow: Include for software licensing agreements where source code protection is required
7. Competition Law Compliance: Include detailed provisions when the license might raise competition law concerns
8. Insurance: Include when specific insurance coverage is required for the licensed activities
9. Change of Control: Include when restrictions on corporate changes are necessary
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed property
3. Schedule 3 - Quality Standards: Detailed quality control requirements and procedures
4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
5. Schedule 5 - Approved Sub-contractors: List of approved third parties who may be involved in using the licensed property
6. Schedule 6 - Territory Definition: Detailed description of geographical or market territories covered by the license
7. Appendix A - Reporting Templates: Standard forms for required periodic reports
8. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding elements
Authors
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Control
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Improvement
Initial Term
Intellectual Property Rights
Licensed Know-How
Licensed Materials
Licensed Products
Licensed Property
Licensed Rights
Licensed Technology
Licensed Trademarks
Licensee
Licensor
Net Sales
Patent Rights
Personnel
Quality Standards
Quarter
Regulatory Approvals
Renewal Term
Royalties
Specifications
Sub-licensee
Technical Documentation
Term
Territory
Third Party
Trade Secrets
Working Days
Grant of License
Term and Duration
License Fees and Royalties
Payment Terms
Quality Control
Technical Support
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment and Sub-licensing
Termination
Post-Termination Obligations
Non-Competition
Record Keeping
Audit Rights
Regulatory Compliance
Export Control
Insurance
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Third Party Rights
Anti-Corruption
Territory Restrictions
Performance Obligations
Training and Support
Technology Transfer
Change Control
Technology and Software
Manufacturing
Pharmaceuticals and Healthcare
Consumer Goods
Media and Entertainment
Telecommunications
Automotive
Industrial Products
Fashion and Luxury Goods
Biotechnology
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Finance
Operations
Product Development
Strategy
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Compliance Officer
Contract Manager
Innovation Director
Product Manager
Chief Legal Officer
Chief Commercial Officer
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