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1. Parties: Identification of the parties: Sub-licensor and Sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, reference to head license, and confirmation of sub-licensing rights
3. Definitions: Key terms used throughout the agreement, including Licensed Rights, Territory, and Field of Use
4. Grant of Sub-License: Scope of the sub-license, including territory, exclusivity/non-exclusivity, and any field restrictions
5. Head License Compliance: Obligations to comply with head license terms and flow-down provisions
6. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
7. Protection of Licensed Rights: IP protection obligations, quality control, and maintenance of rights
8. Warranties and Representations: Standard warranties regarding authority to grant sub-license and non-infringement
9. Liability and Indemnification: Limitation of liability and indemnification provisions
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Term and Termination: Duration, termination rights, and consequences of termination
12. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Improvements: Terms regarding ownership and licensing of improvements to the licensed technology, used when innovation is expected
2. Quality Control: Specific quality requirements and inspection rights, necessary for trademark or brand-related licenses
3. Data Protection: GDPR compliance provisions, required when personal data processing is involved
4. Source Code Escrow: Escrow arrangements for software licenses where source code access might be needed
5. Manufacturing Requirements: Specific manufacturing standards and requirements, used for product-related licenses
6. Export Control: Export compliance provisions, necessary for international sub-licensing arrangements
7. Training and Support: Terms for technical support and training, included when necessary for implementation
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Territory and Field of Use: Specific definition of geographic territory and permitted applications
3. Schedule 3 - Payment Terms: Detailed payment structures, royalty calculations, and reporting templates
4. Schedule 4 - Technical Specifications: Technical details and requirements for the licensed technology
5. Schedule 5 - Head License Terms: Relevant excerpts or summary of head license terms that affect the sub-license
6. Schedule 6 - Quality Standards: Specific quality requirements and testing procedures
7. Appendix A - Approved Sub-Licensee Products: List of products approved for manufacture/sale under the sub-license
8. Appendix B - Reporting Templates: Standard forms for required periodic reports and royalty calculations
Approved Purpose
Commencement Date
Confidential Information
Effective Date
Field of Use
Head License
Head Licensor
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Rights
Licensed Technology
Net Sales
Patent Rights
Permitted Sub-Licensees
Quality Standards
Quarterly Report
Renewal Term
Royalty Period
Royalty Rate
Specifications
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Documentation
Term
Territory
Third Party
Trade Marks
Working Day
Affiliate
Background IP
Foreground IP
Commercialization
Confidential Know-How
Implementation Plan
Intellectual Property Claims
License Fees
Minimum Performance Requirements
Quality Control Procedures
Reporting Period
Technical Services
Technology Updates
Termination Date
Grant of Rights
Territory
Head License Compliance
Payment Terms
Royalties
Quality Control
Technical Support
Intellectual Property Rights
Improvements
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Record Keeping
Audit Rights
Term and Duration
Termination
Force Majeure
Assignment
Competition Law Compliance
Export Control
Governing Law
Dispute Resolution
Non-Competition
Reporting Requirements
Performance Obligations
Sub-Contracting
Notices
Entire Agreement
Severability
Amendment
Third Party Rights
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Media & Entertainment
Telecommunications
Biotechnology
Automotive
Consumer Goods
Research & Development
Electronics
Legal
Intellectual Property
Research & Development
Business Development
Commercial
Compliance
Technology
Finance
Operations
Product Development
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Commercial Director
Compliance Officer
Contract Manager
Patent Attorney
Technology Transfer Officer
Head of Research & Development
Innovation Manager
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