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1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, nature of the trade secrets, and the parties' intentions
3. Definitions: Detailed definitions of key terms, especially 'Trade Secrets', 'Confidential Information', 'Licensed Use', and 'Territory'
4. Grant of License: Scope of the license, permitted uses, and any territorial restrictions
5. Confidentiality Obligations: Detailed obligations regarding protection and non-disclosure of trade secrets
6. Security Measures: Specific security protocols and measures required to protect the trade secrets
7. License Fee and Payment Terms: Financial terms, payment schedule, and reporting requirements
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Post-Termination Obligations: Continuing obligations after agreement ends, including return or destruction of materials
10. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
11. Infringement and Enforcement: Procedures for dealing with unauthorized disclosure or misuse
12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute resolution
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the trade secrets to third parties
2. Improvements: Include when parties anticipate developments or improvements to the trade secrets
3. Employee and Contractor Obligations: Include when licensee needs to engage employees or contractors with access to trade secrets
4. Insurance: Include when specific insurance coverage is required for trade secret protection
5. Audit Rights: Include when licensor requires right to audit licensee's use and protection of trade secrets
6. Export Control: Include when trade secrets may be subject to export control regulations
7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over litigation
1. Schedule 1 - Description of Trade Secrets: Detailed description and specification of the licensed trade secrets
2. Schedule 2 - Approved Security Protocols: Specific security measures and protocols required for protection
3. Schedule 3 - License Fee Schedule: Detailed breakdown of fees, royalties, and payment terms
4. Schedule 4 - Authorized Personnel: List of individuals authorized to access the trade secrets
5. Schedule 5 - Required Notices and Markings: Specific marking requirements for confidential materials
6. Appendix A - Confidentiality Agreement Template: Template for confidentiality agreements to be signed by employees/contractors
7. Appendix B - Security Breach Response Protocol: Procedures for responding to potential security breaches
Confidential Information
Licensed Use
Territory
Effective Date
Initial Term
License Fee
Authorized Personnel
Security Protocols
Breach
Intellectual Property Rights
Improvements
Permitted Purpose
Affiliate
Business Day
Commencement Date
Competing Business
Control
Derivative Works
Disclosing Party
Receiving Party
Force Majeure Event
Hong Kong
Implementation Plan
License Period
Material Breach
Notice
Proprietary Information
Related Party
Security Requirements
Sub-licensee
Technical Documentation
Term
Third Party
Working Hours
License Grant
Payment
Intellectual Property
Term and Termination
Warranties and Representations
Security Requirements
Audit Rights
Non-Competition
Non-Disclosure
Assignment
Sub-Licensing
Infringement
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Enforcement
Insurance
Record Keeping
Notice
Severability
Entire Agreement
Amendment
Third Party Rights
Export Control
Data Protection
Employee Obligations
Security Breach
Remedies
Technology & Software
Manufacturing & Industrial
Pharmaceutical & Healthcare
Food & Beverage
Chemical & Materials
Financial Services
Professional Services
Research & Development
Electronics
Automotive
Aerospace & Defense
Legal
Intellectual Property
Research & Development
Information Security
Compliance
Business Development
Operations
Risk Management
Technology
Innovation
Chief Executive Officer
Chief Legal Officer
Chief Technology Officer
Intellectual Property Counsel
Legal Director
Commercial Director
Research & Development Director
Head of Innovation
Chief Information Security Officer
Licensing Manager
Business Development Manager
Compliance Officer
Technical Director
Operations Manager
Risk Manager
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