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Exclusive License Agreement
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 licensed property and parties' objectives
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Field of Use
4. Grant of Rights: Detailed description of the exclusive rights being granted, including scope, territory, and field of use restrictions
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Payment Terms: Financial terms including license fees, royalties, payment schedule, and reporting requirements
7. Obligations of the Licensor: Licensor's commitments regarding maintenance, support, and protection of the licensed property
8. Obligations of the Licensee: Licensee's commitments regarding use, quality standards, and compliance with regulations
9. Quality Control: Standards and procedures for maintaining quality in the use of the licensed property
10. Intellectual Property Protection: Provisions for protecting and enforcing IP rights, including handling infringement
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. Warranties and Representations: Statements of fact and promises made by each party
13. Limitation of Liability: Limitations on parties' liability and exclusions of certain types of damages
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Sublicensing Rights: Include when licensee is permitted to sublicense the rights to third parties
2. Technology Transfer: Include when licensed property requires technical knowledge transfer or training
3. Minimum Performance Requirements: Include when setting minimum sales or performance targets for maintaining exclusivity
4. Export Control: Include when licensed property may be subject to export regulations
5. Source Code Escrow: Include for software licenses where source code access may be required
6. Data Protection: Include when personal data processing is involved in the licensed activities
7. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
8. Change of Control: Include when rights/obligations should be affected by change in party ownership
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Territory: Detailed definition of geographic territories covered by the license
3. Schedule 3 - Technical Specifications: Technical details and specifications of the licensed property
4. Schedule 4 - Quality Standards: Detailed quality control requirements and procedures
5. Schedule 5 - Royalty Calculations: Detailed method for calculating royalties and examples
6. Schedule 6 - Reporting Templates: Templates for regular reporting of sales and royalty calculations
7. Schedule 7 - Support Services: Description of any support services provided by licensor
8. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks if applicable
Authors
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Exclusive License
Field of Use
Force Majeure
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Property
Licensed Technology
Licensed Trademarks
Licensed Patents
Net Sales
Patent Rights
Products
Quarter
Renewal Term
Royalties
Royalty Period
Specifications
Sub-licensee
Technical Information
Term
Territory
Third Party
Trademark Guidelines
Trade Secrets
Working Day
Year
Quality Standards
Minimum Performance Requirements
Licensed Materials
Reporting Period
Permitted Purpose
Commercial Launch
Development Phase
Exploitation
Implementation Plan
License Fees
Major Markets
Regulatory Approvals
Technical Documentation
Exclusivity
Territory
Term and Duration
Royalties and Payments
Payment Terms
Reporting and Auditing
Quality Control
Performance Requirements
Intellectual Property Rights
IP Protection
IP Ownership
Technology Transfer
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment
Sublicensing
Technical Support
Training
Documentation
Regulatory Compliance
Export Control
Data Protection
Insurance
Termination
Post-Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Costs and Expenses
Further Assurance
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