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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, relationship between parties, and purpose of the IP rights transfer/license
3. Definitions: Detailed definitions of technical terms, IP assets, and key concepts used throughout the agreement
4. Subject Matter and Scope: Precise description of the IP rights being transferred or licensed, including territory and field of use
5. Grant of Rights: Specific terms of the IP rights transfer or license, including whether exclusive or non-exclusive
6. Duration: Term of the agreement, including commencement date and termination conditions
7. Compensation: Financial terms, including payment structure, royalties, and calculation methods
8. Protection and Maintenance: Obligations regarding IP protection, registration, and maintenance of rights
9. Representations and Warranties: Guarantees regarding IP ownership, validity, and non-infringement
10. Confidentiality: Provisions for protecting confidential information and trade secrets
11. Infringement: Procedures for dealing with third-party infringement and enforcement of rights
12. Termination: Grounds for termination and consequences of agreement ending
13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes
1. Further Development: Terms for improvements or modifications to the IP, used when ongoing development is anticipated
2. Quality Control: Standards and inspection rights, particularly relevant for trademark licenses
3. Sub-licensing Rights: Terms for sub-licensing, included when sub-licensing is permitted
4. Employee Inventions: Specific provisions aligned with German Employee Inventions Act, used when involving employee-created IP
5. Export Control: Compliance with export regulations, needed for international technology transfers
6. Source Code Escrow: Terms for software source code protection, relevant for software IP agreements
7. Data Protection: GDPR compliance provisions, needed when personal data is involved
8. Competition Law Compliance: Specific provisions ensuring compliance with EU and German competition laws
1. Schedule 1: IP Rights Register: Detailed list of all IP rights covered, including registration numbers and status
2. Schedule 2: Technical Specifications: Detailed technical description of the IP, particularly for patents and know-how
3. Schedule 3: Quality Standards: Specific quality requirements and standards for IP implementation
4. Schedule 4: Royalty Calculations: Detailed methodology for calculating royalties and other payments
5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A: Form of Reports: Templates for required periodic reports
7. Appendix B: Contact Details: List of key contacts and notice details for both parties
8. Appendix C: Prior Rights: List of any pre-existing rights that are excluded from the agreement
Affiliate
Background IP
Business Day
Confidential Information
Commencement Date
Copyright Works
Deliverables
Developed IP
Documentation
Effective Date
Foreground IP
Force Majeure
Improvement
Industrial Property Rights
Intellectual Property Rights
Know-How
Licensed Products
Licensed Technology
Patent Rights
Registered Rights
Royalties
Scope of Use
Software
Source Code
Specifications
Technical Information
Territory
Trade Secrets
Trademarks
Unregistered Rights
Use
Working Day
Works
Geschäftsgeheimnisse
Urheberrecht
Patentrechte
Lizenzgebühren
Nutzungsrechte
Verwertungsrechte
Schutzrechte
Gewerbliche Schutzrechte
Vertrauliche Informationen
Technische Dokumentation
Definitions
Grant of Rights
License Scope
Territory
Exclusivity
Sub-licensing
Payment and Royalties
Records and Auditing
Ownership
Intellectual Property Protection
Registration and Maintenance
Quality Control
Technical Support
Confidentiality
Trade Secrets Protection
Warranties and Representations
Infringement
Enforcement
Liability and Indemnification
Term and Duration
Termination
Post-Termination Obligations
Assignment and Transfer
Force Majeure
Notices
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Data Protection
Export Control
Competition Law Compliance
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Research & Development
Creative Industries
Media & Entertainment
Automotive
Electronics
Chemical Industry
Medical Devices
Telecommunications
Consumer Goods
Fashion & Design
Legal
Intellectual Property
Research & Development
Innovation
Business Development
Compliance
Technology Transfer
Product Development
Corporate Strategy
Operations
Engineering
Scientific Affairs
Regulatory Affairs
Legal Counsel
Intellectual Property Manager
Patent Attorney
Research Director
Chief Technology Officer
Innovation Manager
Licensing Manager
Contract Manager
Business Development Director
Chief Legal Officer
R&D Manager
Technology Transfer Officer
IP Rights Administrator
Chief Innovation Officer
General Counsel
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