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1. Parties: Details of the licensor and licensee, including registered addresses and company numbers
2. Background: Context of the agreement, including brief description of the intellectual property being licensed and the parties' intentions
3. Definitions: Defined terms used throughout the agreement, including Territory, Licensed Rights, and Effective Date
4. Grant of License: Scope of the license, including whether exclusive/non-exclusive, territory, and permitted uses
5. License Fees and Payment Terms: Financial terms including royalties, minimum payments, and payment mechanics
6. Protection of Licensed Rights: Obligations regarding IP protection, including registration and infringement actions
7. Quality Control: Standards for licensed products/services and licensor's right to inspect/approve
8. Representations and Warranties: Standard warranties regarding ownership of IP and authority to enter agreement
9. Term and Termination: Duration of agreement and circumstances allowing termination
10. Post-Termination Obligations: Obligations after agreement ends, including return of materials and continuing confidentiality
11. Confidentiality: Protection of confidential information exchanged during the relationship
12. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction
13. General Provisions: Standard boilerplate including assignment, variation, and notices
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Technical Support: Include when licensor will provide technical assistance or training
3. Marketing and Promotion: Include when agreement covers marketing obligations or restrictions
4. Export Controls: Include when licensed products/technology are subject to export regulations
5. Data Protection: Include when agreement involves processing of personal data
6. Source Code Escrow: Include for software licensing where source code protection is needed
7. Improvement Rights: Include when parties want to address rights to improvements/modifications
8. Competition Law Compliance: Include specific provisions when agreement might raise competition law concerns
1. Schedule 1 - Licensed Rights: Detailed description of IP being licensed (patents, trademarks, etc.)
2. Schedule 2 - Territory: Detailed definition of territorial scope including any excluded territories
3. Schedule 3 - License Fees: Detailed payment terms, royalty calculations and reporting requirements
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Technical Specifications: Technical details of licensed technology or products
6. Appendix A - Approved Forms: Standard forms for royalty reporting, quality control reports etc.
7. Appendix B - Brand Guidelines: If relevant, guidelines for use of licensed trademarks
Agreement
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Control
Effective Date
Force Majeure Event
Foreground IP
Gross Sales
Improvements
Intellectual Property Rights
Know-How
Licensed Products
Licensed Rights
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Quality Standards
Regulatory Approvals
Royalties
Technical Information
Term
Trade Marks
Trade Secrets
Definitions
Grant of License
Territory Restrictions
Exclusivity
Term and Duration
Royalties and Payment
Quality Control
Technical Support
Intellectual Property Rights
Confidentiality
Record Keeping
Audit Rights
Warranties and Representations
Indemnification
Insurance
Competition Law Compliance
Export Control
Data Protection
Force Majeure
Assignment
Sub-licensing
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Variation
Waiver
Technology and Software
Manufacturing
Pharmaceuticals and Biotechnology
Consumer Goods
Media and Entertainment
Industrial Products
Automotive
Fashion and Luxury Goods
Food and Beverage
Telecommunications
Legal
Intellectual Property
Commercial
Business Development
Operations
Compliance
International Business
Technology
Finance
Risk Management
Legal Counsel
Intellectual Property Manager
Commercial Director
Business Development Manager
Licensing Manager
Contract Administrator
Chief Technology Officer
Head of Operations
Compliance Officer
International Business Manager
Chief Legal Officer
IP Rights Manager
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