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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including patent details and purpose of the licence
3. Definitions: Key terms used throughout the agreement including Patents, Licensed Products, Territory, and other defined terms
4. Grant of Licence: Scope and nature of the licence including exclusivity status, territory restrictions, and field of use
5. Payment Terms: Royalties, fees, payment mechanisms, and reporting requirements
6. Licensee Obligations: Core obligations including exploitation, quality control, and record-keeping
7. Protection of Patents: Provisions for maintaining and enforcing patent rights
8. Warranties and Representations: Standard warranties regarding patent ownership, validity, and right to license
9. Term and Termination: Duration of agreement and grounds for termination
10. Post-Termination: Rights and obligations that survive termination
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Sub-licensing Rights: Used when licensee is permitted to grant sub-licenses to third parties
2. Improvements: Provisions dealing with future improvements to the patented technology
3. Technical Support: Terms for provision of technical assistance and know-how transfer
4. Manufacturing Rights: Specific provisions relating to manufacturing permissions and restrictions
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws
1. Schedule 1 - Licensed Patents: Detailed list of patents and patent applications covered by the licence
2. Schedule 2 - Royalty Calculations: Detailed methodology for calculating royalties including base rates and adjustments
3. Schedule 3 - Technical Information: Technical specifications and know-how details to be provided
4. Schedule 4 - Territory Definition: Detailed description of licensed territories and any restrictions
5. Schedule 5 - Quality Standards: Quality control requirements and specifications for licensed products
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Know-How
Licensed Patents
Licensed Products
Licensed Territory
Net Sales
Patent Rights
Patents
Quarter
Royalties
Technical Information
Term
Third Party
Valid Claim
Working Day
Intellectual Property Rights
Background IP
Foreground IP
Affiliate
Commercial Sale
Competing Product
Documentation
Force Majeure Event
Gross Sales
Implementation Period
Patent Applications
Registered Rights
Regulatory Approvals
Specifications
Sub-licensee
Technical Support
Technology Package
Trade Secrets
Scope of Licence
Territory
Sub-licensing
Technical Assistance
Royalties and Payments
Records and Auditing
Quality Control
Improvements
Confidentiality
Warranties and Representations
Infringement
Patent Maintenance
Term and Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Liability and Indemnification
Best Endeavours
Marking Requirements
Regulatory Compliance
Export Control
Competition Law Compliance
Intellectual Property Rights
Patent Challenges
Technical Support
Research and Development
Manufacturing Rights
Distribution Rights
Performance Obligations
Reporting Requirements
Insurance
Notices
Entire Agreement
Severability
Waiver
Further Assurance
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