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1. Parties: Identification of the licensor and licensee entities, including company registration details and registered offices
2. Background: Context of the agreement, relationship between the parties, and overview of the licensing arrangement
3. Definitions: Key terms used throughout the agreement, including Licensed Rights, Territory, and Group Company definitions
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use
5. License Fees and Payment Terms: Financial terms, payment schedule, and transfer pricing compliance provisions
6. Intellectual Property Rights: Ownership, protection, and maintenance of the licensed IP
7. Quality Control: Standards, specifications, and quality assurance requirements
8. Confidentiality: Protection of confidential information exchanged under the agreement
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Post-Termination Obligations: Obligations surviving termination and wind-down provisions
11. General Provisions: Standard clauses including governing law, entire agreement, and amendments
1. Data Protection: Required if the license involves processing of personal data or data transfer between jurisdictions
2. Sublicensing Rights: Include if the licensee needs rights to sublicense to other group companies
3. Research and Development: Necessary if the license includes ongoing R&D collaboration
4. Manufacturing Rights: Include if the license involves manufacturing rights or know-how
5. Export Control: Required if licensed technology is subject to export control regulations
6. Group Restructuring: Provisions for assignment or transfer in case of corporate restructuring
7. Tax Cooperation: Detailed provisions for tax compliance and documentation if significant tax implications exist
1. Schedule 1 - Licensed Rights: Detailed description of all IP rights covered by the license
2. Schedule 2 - Technical Specifications: Technical details and specifications for licensed technology or products
3. Schedule 3 - Quality Standards: Detailed quality control requirements and processes
4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees, royalty calculations, and payment terms
5. Schedule 5 - Related Agreements: List of related intercompany agreements that may affect this license
6. Appendix A - Approved Sublicensees: List of pre-approved sublicensees (if applicable)
7. Appendix B - Transfer Pricing Documentation: Required documentation for transfer pricing compliance
Agreement
Background IP
Business Day
Commercial Purpose
Commencement Date
Confidential Information
Control
Effective Date
Group
Group Company
Hong Kong
Improvements
Initial Term
Intellectual Property Rights
Know-How
License
Licensed Products
Licensed Rights
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Parent Company
Patents
Quality Standards
Quarter
Renewal Term
Royalties
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Marks
Transfer Pricing Requirements
Use
Year
Force Majeure Event
Material Breach
Related Party Transaction
Specifications
Sublicense
Technical Services
Working Hours
Grant of License
Scope of License
Territory
Term and Duration
License Fees
Royalty Payments
Transfer Pricing
Quality Control
Technical Support
Intellectual Property Rights
Improvements
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Assignment
Group Restructuring
Sublicensing
Regulatory Compliance
Record Keeping
Audit Rights
Tax Compliance
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendments
Third Party Rights
Further Assurance
Counterparts
Technology
Manufacturing
Pharmaceuticals
Consumer Goods
Financial Services
Automotive
Electronics
Telecommunications
Software
Life Sciences
Fashion and Luxury
Industrial Products
Legal
Intellectual Property
Tax
Finance
Compliance
Research & Development
Commercial
Business Development
Company Secretarial
Risk Management
Technology
Operations
Legal Counsel
IP Manager
Chief Legal Officer
Tax Director
Compliance Officer
Commercial Director
Licensing Manager
Corporate Secretary
Finance Director
Chief Technology Officer
Head of Research & Development
Transfer Pricing Manager
Regional Counsel
Business Development Director
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