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1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers
2. Background: Context of the agreement, description of the IP assets, and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed IP', 'Net Sales', 'Territory', and 'Royalty Rate'
4. Grant of Rights: Scope of IP rights granted, including any territorial or field-of-use limitations
5. Royalty Obligations: Detailed provisions for royalty calculations, minimum payments, and payment terms
6. Payment Terms: Specifics of payment methods, currency, timing, and handling of taxes
7. Reporting and Auditing: Requirements for sales reporting, record-keeping, and audit rights
8. IP Protection and Maintenance: Obligations regarding IP protection, maintenance fees, and enforcement rights
9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
10. Term and Termination: Duration of agreement, renewal provisions, and termination rights
11. Confidentiality: Provisions for protecting confidential information exchanged under the agreement
12. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Quality Control: Required for trademark licenses or when product quality standards must be maintained
2. Sublicensing Rights: Include when sublicensing is permitted, specifying conditions and obligations
3. Improvements: Include when dealing with evolving technology or potential improvements to the licensed IP
4. Marketing and Promotion: Include for agreements where specific marketing obligations or restrictions apply
5. Export Control: Required when licensed IP or products are subject to export control regulations
6. Source Code Escrow: Include for software-related IP agreements where source code access might be necessary
7. Competition Law Compliance: Include specific provisions when agreement might raise competition law concerns
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP assets covered by the agreement, including registration numbers
2. Schedule 2 - Royalty Rates: Detailed breakdown of royalty rates, including any variations by territory or product type
3. Schedule 3 - Calculation Methods: Detailed methodology for calculating royalties, including examples
4. Schedule 4 - Reporting Template: Standard format for regular royalty reports
5. Schedule 5 - Quality Standards: If applicable, detailed quality requirements and testing procedures
6. Appendix A - Approved Sub-licensees: If applicable, list of pre-approved sub-licensees
7. Appendix B - Territory Restrictions: Detailed breakdown of territorial restrictions or exclusive territories
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Contract Year
Effective Date
Force Majeure
Gross Revenue
Improvement
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Quarter
Reporting Period
Royalty
Royalty Period
Royalty Rate
Royalty Statement
Selling Price
Subsidiary
Technical Information
Term
Third Party
Trade Secrets
Trademarks
Valid Claim
Working Day
Year
Grant of Rights
License Scope
Royalty Payments
Payment Terms
Reporting and Audit
Quality Control
IP Protection
IP Maintenance
Confidentiality
Non-Competition
Representations and Warranties
Term and Duration
Termination
Force Majeure
Assignment and Transfer
Compliance with Laws
Export Control
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendment
Waiver
Further Assurance
Indemnification
Sub-Licensing
Performance Obligations
Record Keeping
Tax
Insurance
Infringement
Third Party Rights
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Entertainment
Media
Publishing
Research & Development
Consumer Goods
Automotive
Electronics
Healthcare
Education
Industrial Design
Legal
Intellectual Property
Research and Development
Finance
Business Development
Licensing
Commercial
Innovation
Technology Transfer
Patent Administration
Royalty Administration
Legal Counsel
IP Manager
Licensing Director
Chief Technology Officer
Research Director
Business Development Manager
Contract Manager
Patent Attorney
Technology Transfer Officer
Intellectual Property Coordinator
Chief Financial Officer
Royalty Account Manager
Commercial Director
Head of Innovation
General Counsel
VP of Licensing
IP Commercialization Manager
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