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Technology License
1. Parties: Identification of licensor and licensee with full legal names and registration details
2. Background: Context of the agreement, description of the technology, and parties' objectives
3. Definitions: Defined terms including Technology, Licensed Rights, Territory, and Field of Use
4. Grant of License: Scope of license rights, including type (exclusive/non-exclusive), territory, and field restrictions
5. License Fees and Payment Terms: Financial terms, royalty calculations, payment schedules, and reporting requirements
6. Protection of Intellectual Property: IP ownership, protection measures, and handling of improvements
7. Technical Support and Documentation: Support obligations, documentation requirements, and training provisions
8. Warranties and Representations: Technology ownership, right to license, and performance warranties
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration, renewal options, and termination rights
11. Post-Termination Obligations: Return of materials, continuing obligations, and wind-down provisions
12. General Provisions: Standard legal clauses including governing law, dispute resolution, and assignment
1. Source Code Escrow: Required if software source code is involved and needs to be held in escrow
2. Data Protection: Required if the technology processes personal data
3. Export Control: Required for technologies with potential dual-use applications
4. Quality Control: Required if licensee will manufacture products using the technology
5. Sublicensing Rights: Include if sublicensing is permitted
6. Maintenance and Updates: Required for software or technology requiring ongoing updates
7. Competition Law Compliance: Required for licenses with potential market impact or territorial restrictions
8. Open Source Components: Required if the technology incorporates open source software
1. Schedule 1 - Technical Description: Detailed description of the licensed technology and technical specifications
2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees, royalty rates, and payment terms
3. Schedule 3 - Service Level Agreement: Performance metrics and support requirements
4. Schedule 4 - Implementation Plan: Timeline and milestones for technology implementation
5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees if applicable
6. Schedule 6 - Technical Documentation: User manuals, technical guides, and documentation requirements
7. Appendix A - Contact Details: Key contacts for technical, commercial, and legal matters
8. Appendix B - Reporting Templates: Templates for royalty reports and other required reporting
Authors
Affiliate
Agreement
Background IP
Business Day
Confidential Information
Documentation
Effective Date
Escrow Materials
Field of Use
Force Majeure Event
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
Know-How
License
License Fees
Licensed Products
Licensed Technology
Maintenance Services
Net Sales
Patent Rights
Permitted Purpose
Renewal Term
Royalty
Source Code
Specifications
Sublicense
Support Services
Technical Information
Technology
Term
Territory
Third Party
Trade Secrets
Updates
Upgrades
User
Working Hours
Permitted Use
Territory Restrictions
Payment Terms
Royalties
Intellectual Property Rights
Confidentiality
Technical Support
Maintenance
Documentation
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Compliance
Export Control
Data Protection
Audit Rights
Quality Control
Training
Improvements
Source Code Escrow
Competition Law
Dispute Resolution
Governing Law
Amendments
Notices
Entire Agreement
Severability
Third Party Rights
Insurance
Reporting Requirements
Performance Standards
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