The Out Licensing Agreement is a crucial document for businesses looking to monetize their intellectual property rights while maintaining ownership and control. This agreement type is commonly used in Hong Kong for various forms of IP including patents, trademarks, copyright, and trade secrets. It's particularly relevant for companies expanding their market presence through strategic partnerships or seeking to generate additional revenue streams from their IP assets. The agreement must comply with Hong Kong's legal framework, including the Patents Ordinance, Trade Marks Ordinance, and Competition Ordinance. It typically includes detailed provisions on license scope, territory restrictions, royalty structures, quality control measures, and termination rights, all tailored to meet Hong Kong's regulatory requirements and business practices.
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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, ownership confirmation of the IP, and purpose of the license
3. Definitions: Defined terms used throughout the agreement including Licensed IP, Territory, Field of Use
4. Grant of License: Scope of license, exclusivity terms, and territorial restrictions
5. Payment Terms: License fees, royalties, payment method, currency, and reporting requirements
6. Licensee Obligations: Quality control, minimum performance requirements, and compliance obligations
7. IP Protection: Ownership acknowledgment, protection of IP rights, and handling of improvements
8. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
9. Term and Termination: Duration, renewal options, termination rights, and consequences of termination
10. Confidentiality: Protection of confidential information exchanged during the license period
11. General Provisions: Standard boilerplate including governing law, notices, and entire agreement
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Manufacturing Rights: Include when license includes right to manufacture products
3. Distribution Requirements: Include when license covers distribution rights with specific requirements
4. Quality Control: Include detailed quality requirements for regulated industries or brand-sensitive products
5. Technology Transfer: Include when technical knowledge transfer is required
6. Regulatory Compliance: Include specific regulatory obligations for regulated industries
7. Export Control: Include for cross-border licenses involving controlled technology
8. Improvement Rights: Include terms for handling improvements to the licensed IP
9. Source Code Escrow: Include for software licenses where source code access may be needed
10. Data Protection: Include when licensed technology involves personal data processing
1. Schedule 1 - Licensed IP: Detailed description of all IP being licensed including registration numbers
2. Schedule 2 - Territory: Detailed description of geographic territories covered by the license
3. Schedule 3 - Royalty Calculations: Detailed formula and examples for calculating royalties
4. Schedule 4 - Technical Specifications: Technical details of licensed technology or products
5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures
6. Schedule 6 - Reporting Templates: Templates for required periodic reports
7. Schedule 7 - Support Services: Details of any technical support or training to be provided
8. Appendix A - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
9. Appendix B - Branding Guidelines: Guidelines for use of licensed trademarks or branding
10. Appendix C - Compliance Requirements: Specific regulatory or industry compliance requirements
Relevant legal definitions
Agreement
Affiliates
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Control
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Group
Hong Kong
Improvements
Initial Term
Intellectual Property Rights
Know-How
License
Licensed IP
Licensed Products
Licensed Technology
Licensed Trademarks
Licensee
Licensor
Net Sales
Patents
Quality Standards
Quarter
Regulatory Approvals
Renewal Term
Royalties
Royalty Period
Specifications
Sub-licensee
Technical Documentation
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Working Day
Affiliates
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Control
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Group
Hong Kong
Improvements
Initial Term
Intellectual Property Rights
Know-How
License
Licensed IP
Licensed Products
Licensed Technology
Licensed Trademarks
Licensee
Licensor
Net Sales
Patents
Quality Standards
Quarter
Regulatory Approvals
Renewal Term
Royalties
Royalty Period
Specifications
Sub-licensee
Technical Documentation
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Working Day
Clauses
Definitions
Grant of License
Exclusivity
Territory
Field of Use
Sub-licensing
Royalties
Payment Terms
Reporting Requirements
Audit Rights
IP Ownership
IP Protection
Quality Control
Technical Support
Technology Transfer
Improvements
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Regulatory Compliance
Competition Law Compliance
Term and Duration
Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Further Assurance
Counterparts
Grant of License
Exclusivity
Territory
Field of Use
Sub-licensing
Royalties
Payment Terms
Reporting Requirements
Audit Rights
IP Ownership
IP Protection
Quality Control
Technical Support
Technology Transfer
Improvements
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Regulatory Compliance
Competition Law Compliance
Term and Duration
Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Further Assurance
Counterparts
Relevant Industries
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Consumer Goods
Software Development
Entertainment
Media
Telecommunications
Industrial Products
Fashion and Luxury Goods
Research and Development
Healthcare
Automotive
Relevant Teams
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Compliance
Finance
Technology
Operations
Product Development
Strategy
Corporate Development
Relevant Roles
Chief Legal Officer
Head of Intellectual Property
Licensing Manager
Business Development Director
Chief Technology Officer
IP Counsel
Commercial Director
General Counsel
Technology Transfer Manager
Innovation Director
Contract Manager
Legal Counsel
Chief Executive Officer
Research and Development Director
Compliance Officer
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