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1. Parties: Identification of all parties to the agreement, including full legal names and registered addresses
2. Background: Context of the agreement, including the parties' business activities and their intentions for the joint venture and licensing arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Joint Venture Structure: Details of the JV entity, ownership structure, and capital contributions
5. License Grant: Scope of the license, including territory, exclusivity, and permitted uses
6. Intellectual Property Rights: Ownership, protection, and management of IP rights
7. Governance: Management structure, decision-making processes, and voting rights
8. Financial Provisions: Capital contributions, profit sharing, royalties, and payment terms
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Statements of fact and promises by each party
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard legal clauses including notices, assignment, and amendments
1. Technology Transfer: Detailed provisions for transfer of technical knowledge and support, used when the license includes significant technical elements
2. Quality Control: Standards and procedures for maintaining product/service quality, important for brand-sensitive licensing
3. Regulatory Compliance: Specific compliance obligations, necessary when operating in heavily regulated industries
4. Anti-Corruption: Detailed anti-corruption provisions, particularly important for international joint ventures
5. Environmental Compliance: Environmental standards and obligations, relevant for manufacturing or resource-intensive operations
6. Employee Matters: Provisions regarding staffing, secondment, and employment policies, needed when significant staff transfers or sharing is involved
7. Marketing and Branding: Specific requirements for marketing and brand usage, important for consumer-facing ventures
8. Exit Strategy: Detailed provisions for party exit scenarios, including buy-out mechanisms and asset division
1. Schedule 1 - Licensed IP: Detailed list and description of all intellectual property being licensed
2. Schedule 2 - Territory: Detailed description of geographical territories covered by the agreement
3. Schedule 3 - Technical Specifications: Technical details of licensed technology or products
4. Schedule 4 - Royalty Calculations: Detailed formula and examples for calculating royalties
5. Schedule 5 - Initial Business Plan: Detailed business plan for the joint venture's first operational period
6. Schedule 6 - Capital Contributions: Detailed breakdown of each party's capital contributions
7. Schedule 7 - Key Performance Indicators: Specific performance metrics and targets
8. Schedule 8 - Required Approvals: List of regulatory approvals and licenses required
9. Appendix A - Quality Standards: Detailed quality control standards and procedures
10. Appendix B - Form of Reports: Templates for required operational and financial reports
Affiliate
Approved Purpose
Background IP
Board
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Confidential Information
Control
Directors
Effective Date
Field of Use
Financial Year
Force Majeure Event
Foreground IP
Group
Improvements
Initial Business Plan
Intellectual Property Rights
Joint Venture Company
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensee
Licensor
Material Breach
Net Sales
Parent Company
Parties
Quality Standards
Quarter
Regulatory Approvals
Related Company
Relevant Competition Law
Royalty
Shareholders
Shareholders' Agreement
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Marks
Working Day
Capital Contributions
Ownership Structure
Board Composition
Management Rights
Voting Rights
License Grant
Intellectual Property Rights
Technology Transfer
Territory Rights
Exclusivity
Quality Control
Royalty Payments
Profit Distribution
Financial Reporting
Operational Control
Non-Competition
Confidentiality
Trade Secrets
Warranties
Indemnification
Force Majeure
Term and Renewal
Termination Rights
Exit Provisions
Transfer Restrictions
Regulatory Compliance
Anti-Corruption
Dispute Resolution
Governing Law
Assignment
Amendment
Notices
Entire Agreement
Severability
Third Party Rights
Data Protection
Insurance
Audit Rights
Business Planning
Performance Obligations
Technology & Software
Manufacturing
Pharmaceuticals & Healthcare
Financial Services
Telecommunications
Consumer Products
Industrial & Engineering
Media & Entertainment
Biotechnology
Clean Energy & Environmental Technology
Automotive
Real Estate & Construction
Legal
Corporate Affairs
Intellectual Property
Business Development
Finance
Operations
Risk & Compliance
Strategy
Technology
Commercial
Mergers & Acquisitions
International Business
Chief Executive Officer
Chief Legal Officer
Chief Technology Officer
Chief Financial Officer
General Counsel
Legal Director
Commercial Director
Intellectual Property Counsel
Business Development Director
Corporate Strategy Manager
Joint Venture Manager
Licensing Manager
Operations Director
Risk & Compliance Manager
Investment Manager
Technology Transfer Manager
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