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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. IP Rights Definition: Detailed description of intellectual property covered
5. Ownership Rights: Specification of ownership and rights allocation
6. License Terms: Terms of IP usage and sharing
7. Term and Termination: Duration and termination provisions
8. Governing Law: Applicable law and jurisdiction
1. Revenue Sharing: Financial arrangements for IP commercialization - use when IP exploitation involves monetary returns
2. Third Party Rights: Rights granted to third parties - include when third parties may need access to shared IP
3. Geographic Restrictions: Territorial limitations on IP usage - include when IP rights are territory-specific
4. Development Rights: Rights to modify or develop the IP - include when parties may need to enhance or modify the IP
1. Schedule 1: IP Register: Detailed list of all IP assets covered by the agreement
2. Schedule 2: License Terms: Specific terms for different types of IP usage
3. Schedule 3: Revenue Sharing Formula: Detailed calculation method for revenue distribution
4. Appendix A: Technical Specifications: Technical details of IP assets where relevant
5. Appendix B: Quality Standards: Standards for IP usage and implementation
IP Ownership
License Grant
IP Registration and Protection
Confidentiality
Revenue Sharing
Warranties and Representations
Improvements and Modifications
Quality Control
Territory Restrictions
Sub-licensing Rights
Duration and Termination
Post-Termination Obligations
Assignment and Transfer
Infringement Protection
Dispute Resolution
Force Majeure
Indemnification
Liability Limitations
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Further Assurance
Costs
Counterparts
Governing Law and Jurisdiction
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