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Royalty Licence Agreement
"I need a Royalty Licence Agreement for licensing our new software technology to manufacturers in Europe, with quarterly royalty payments of 5% of net sales and minimum annual guarantees, to be effective from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement
4. Grant of Rights: Scope of the licence, territories, and permitted uses
5. Royalty Payments: Payment terms, calculation methods, and reporting requirements
6. Duration and Termination: Term of agreement and circumstances for termination
7. Warranties and Representations: Legal assurances regarding IP ownership and right to license
8. Confidentiality: Protection of confidential information exchanged during the agreement
9. Governing Law and Jurisdiction: Specification of applicable law and courts for dispute resolution
1. Quality Control: Standards and requirements for licensed products or services, including approval processes
2. Minimum Performance Requirements: Minimum sales targets, revenue requirements, or other performance metrics
3. Sub-licensing Rights: Terms and conditions for granting sub-licenses to third parties
4. Audit Rights: Right to audit licensee's books and records for royalty verification
5. Marketing and Promotion: Requirements for marketing the licensed products/services and use of trademarks
1. Schedule 1 - Licensed IP: Detailed description of intellectual property being licensed including registration numbers
2. Schedule 2 - Royalty Calculation: Detailed methodology for calculating royalties, including rates and base calculations
3. Schedule 3 - Reporting Template: Standard format for royalty reports and payment calculations
4. Schedule 4 - Territory: List of countries/regions where licence applies
5. Schedule 5 - Quality Standards: Detailed quality control requirements and specifications
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Licensor Materials
Net Sales
Quarter
Royalties
Royalty Period
Royalty Rate
Royalty Report
Term
Termination Date
Trade Marks
Working Day
Year
Quality Standards
Minimum Performance Requirements
Reporting Period
Permitted Use
Sub-licence
Technical Information
Background IP
Improvements
Gross Revenue
Accounting Period
Approved Product
Licensed Technology
Patent Rights
Know-how
Minimum Royalty Payment
Term and Termination
Royalty Payments
Payment Terms
Reporting Obligations
Audit Rights
Intellectual Property Rights
Quality Control
Representations and Warranties
Confidentiality
Non-Competition
Sub-licensing
Territory Restrictions
Minimum Performance Requirements
Record Keeping
Liability and Indemnification
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendments
Severability
Third Party Rights
Marketing and Promotion
Technical Support
Compliance with Laws
Insurance
Data Protection
Anti-Corruption
Export Control
Intellectual Property Protection
Product Development
Improvements
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