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License And Royalty Agreement
"I need a License and Royalty Agreement for licensing our patented pharmaceutical manufacturing process to an Indonesian manufacturer, with exclusive rights for Southeast Asia and a graduated royalty structure starting from March 2025."
1. Parties: Identification of the licensor and licensee with complete legal names and addresses
2. Background: Context of the agreement, ownership of the intellectual property, and purpose of the licensing arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Royalties
4. Grant of License: Scope of the license granted, including territory, exclusivity, and permitted uses
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Royalty Payments: Payment terms, calculation methods, reporting requirements, and payment schedule
7. Quality Control: Standards for use of licensed property and quality maintenance requirements
8. Protection of Intellectual Property: Obligations regarding IP protection, registration, and enforcement
9. Recordal Requirements: Obligations regarding registration of the license with Indonesian authorities
10. Representations and Warranties: Statements of fact and promises by both parties
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. Termination: Grounds for termination and post-termination obligations
13. Governing Law and Dispute Resolution: Choice of law and method for resolving disputes
14. General Provisions: Standard boilerplate clauses including notices, amendment, and assignment
1. Minimum Performance Requirements: Used when the licensor wants to establish minimum sales or usage targets
2. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses
3. Technology Transfer: Required when technical knowledge or support is part of the license
4. Export Controls: Include for international licensing arrangements with export restrictions
5. Marketing and Promotion: Used when specific marketing obligations are imposed on the licensee
6. Insurance Requirements: Include when specific insurance coverage is required for licensed activities
7. Audit Rights: Used for complex royalty calculations requiring verification rights
8. Local Content Requirements: Include when Indonesian law requires local content or participation
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations
3. Schedule 3 - Quality Standards: Specific quality control requirements and standards
4. Schedule 4 - Approved Form of Royalty Report: Template for periodic royalty reporting
5. Schedule 5 - Technical Specifications: Technical details of licensed technology or products
6. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks
7. Appendix B - Territory Definition: Detailed description of geographic scope of license
8. Appendix C - Registered IP Details: List of relevant IP registrations and application numbers
Authors
Agreement
Applicable Law
Authorized Purpose
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure
Government Authority
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Property
Licensed Technology
Licensed Trademarks
Licensee
Licensor
Net Sales
Patent Rights
Permitted Use
Quarter
Renewal Term
Reporting Period
Royalty
Royalty Period
Royalty Rate
Sublicense
Sublicensee
Technical Information
Term
Territory
Trade Secrets
Trademark Guidelines
Working Day
Year
Indonesian Rupiah
IP Registration Office
Quality Standards
Minimum Performance Requirements
Licensed Patents
Licensed Copyrights
Regulatory Approvals
Local Entity
Recording Requirements
Distribution Channels
Export Territory
Technology Transfer
Recitals
Definitions
Grant of License
Scope of License
Territory
Exclusivity
Term and Renewal
Royalty Payments
Payment Terms
Minimum Royalty
Record Keeping
Audit Rights
Quality Control
Quality Standards
Inspection Rights
IP Protection
IP Ownership
Registration Requirements
Sub-licensing
Non-Competition
Confidentiality
Technology Transfer
Technical Support
Performance Requirements
Reporting Obligations
Representations and Warranties
Indemnification
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Waiver
Language Requirements
Regulatory Compliance
Export Control
Local Content
Currency Control
Tax Provisions
Marketing and Promotion
Product Liability
Intellectual Property Infringement
Technology
Manufacturing
Consumer Goods
Pharmaceuticals
Entertainment
Software
Retail
Telecommunications
Automotive
Fashion and Luxury Goods
Food and Beverage
Media and Broadcasting
Biotechnology
Industrial Design
Legal
Intellectual Property
Finance
Business Development
Compliance
Commercial Operations
Technology Transfer
Licensing Operations
Corporate Affairs
International Business
Research and Development
Revenue Accounting
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Commercial Director
Chief Legal Officer
IP Rights Manager
Corporate Counsel
Contracts Manager
Chief Financial Officer
Compliance Officer
Technology Transfer Manager
Royalty Accounting Manager
General Counsel
IP Compliance Officer
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