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1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the patent(s) and the parties' intention to enter into a licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Patents', 'Territory', 'Field of Use', and 'Net Sales'
4. Grant of License: Specific details of the license grant, including scope (exclusive/non-exclusive), territory, and field of use restrictions
5. Financial Terms: License fees, royalties, payment terms, currency, audit rights, and reporting requirements
6. Obligations of the Licensor: Licensor's commitments regarding patent maintenance, technical support, and prosecution of infringement
7. Obligations of the Licensee: Licensee's commitments regarding use of patents, quality control, record-keeping, and reporting
8. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
9. Confidentiality: Protection of confidential information exchanged during the license relationship
10. Warranties and Representations: Warranties regarding patent ownership, validity, and right to license
11. Indemnification: Mutual indemnification obligations and process for handling third-party claims
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for dispute resolution
13. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Improvements: Terms regarding rights to technological improvements made by either party - include when future developments are expected
2. Sublicensing Rights: Terms governing the licensee's right to sublicense - include when sublicensing might be desired
3. Joint Development: Provisions for collaborative development - include when parties plan to work together on improvements
4. Export Control: Compliance with export control regulations - include when international commerce is involved
5. Competition Law Compliance: Specific provisions ensuring compliance with EU and German competition laws - include for exclusive licenses
6. Quality Control: Specific quality standards and monitoring - include for manufacturing licenses
7. Marketing and Marking: Requirements for patent marking and marketing - include when products will be sold directly to consumers
8. Dispute Resolution: Alternative dispute resolution procedures - include when parties prefer arbitration over court proceedings
1. Schedule A - Licensed Patents: Detailed list of licensed patents including patent numbers, titles, and jurisdictions
2. Schedule B - Commercial Terms: Detailed breakdown of financial terms, including royalty rates, minimum payments, and milestone payments
3. Schedule C - Technical Specifications: Technical details of the licensed technology and any implementation requirements
4. Schedule D - Reporting Templates: Templates for required periodic reports, including sales reports and royalty calculations
5. Schedule E - Quality Standards: Detailed quality control requirements and specifications if applicable
6. Schedule F - Territory Definition: Detailed description of geographic territories and any territory-specific terms
7. Appendix 1 - Contact Details: List of key contacts for both parties for various aspects of agreement administration
Affiliate
Background IP
Confidential Information
Effective Date
Field of Use
Improvements
Licensed Patents
Licensed Products
Licensed Technology
Net Sales
Patent Rights
Quarter
Royalty Rate
Subsidiary
Technical Information
Territory
Third Party
Valid Claim
Know-How
Intellectual Property Rights
Commercial Use
Contract Year
Exclusive License
Force Majeure
Implementation
License Fees
Patent Applications
Quality Standards
Reporting Period
Sublicense
Technical Documentation
Term
Working Day
Competitive Product
Gross Revenue
Manufacturing Process
Patent Term
Regulatory Approvals
Technical Assistance
Grant of License
License Scope
Territory Restrictions
Field of Use
Payment Terms
Royalties
Reporting
Audit Rights
Confidentiality
Intellectual Property Rights
Patent Maintenance
Quality Control
Technical Support
Improvements
Warranties
Indemnification
Term and Duration
Termination
Assignment
Sublicensing
Competition Law Compliance
Export Control
Force Majeure
Governing Law
Dispute Resolution
Notice
Severability
Entire Agreement
Amendment
Patent Marking
Records and Inspection
Regulatory Compliance
Representation and Warranties
Non-Competition
Technical Assistance
Patent Prosecution
Patent Enforcement
Best Efforts
Most Favored Nation
Technology & Software
Pharmaceuticals & Biotechnology
Manufacturing & Industrial
Automotive
Telecommunications
Chemical & Materials
Medical Devices
Consumer Electronics
Clean Technology & Energy
Research & Development
Legal
Intellectual Property
Research & Development
Business Development
Technology Transfer
Commercial
Innovation
Licensing
Patent
Corporate Development
Chief Technology Officer
Head of Intellectual Property
Patent Attorney
Legal Counsel
Licensing Manager
Research & Development Director
Chief Executive Officer
Business Development Manager
Innovation Manager
Technology Transfer Officer
Intellectual Property Manager
Commercial Director
Chief Legal Officer
Patent Portfolio Manager
Technology Commercialization Manager
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