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1. Parties: Identification of the licensor and licensee, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of the portfolio license
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including Licensed Materials, Territory, and Field of Use
4. Grant of License: Scope of license rights granted, including type (exclusive/non-exclusive), territory, and field of use restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, reporting requirements, and audit rights
6. Protection of IP Rights: Obligations regarding IP protection, handling of infringement claims, and prosecution of violations
7. Confidentiality: Protection of confidential information exchanged during the agreement term
8. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
9. Warranties and Indemnities: Representations about IP ownership, non-infringement warranties, and related indemnification provisions
10. Compliance and Reporting: Requirements for usage reporting, compliance monitoring, and record-keeping
11. General Provisions: Standard legal provisions including governing law, dispute resolution, and assignment rights
1. Source Code Escrow: Terms for source code escrow arrangements, used when software is part of licensed portfolio
2. Performance Requirements: Minimum performance or usage requirements, included when licensor wants to ensure active exploitation
3. Territory-Specific Terms: Special provisions for specific territories, needed for multi-jurisdiction agreements
4. Sub-licensing Rights: Terms governing the right to sub-license, included when sub-licensing is permitted
5. Technology Transfer: Provisions for technical knowledge transfer, relevant when complex technology is involved
6. Quality Control: Quality standards and control procedures, important for brand-sensitive portfolios
7. Export Control: Export compliance requirements, necessary for international licensing
8. Data Protection: Specific data protection and GDPR compliance terms, required when personal data is involved
1. Schedule 1 - Licensed Portfolio: Detailed list of all intellectual property assets included in the license
2. Schedule 2 - Technical Specifications: Technical details and requirements for licensed technology
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4 - Reporting Templates: Standard forms for usage reporting and compliance documentation
5. Schedule 5 - Service Level Requirements: Performance standards and service levels if applicable
6. Appendix A - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix B - Territory Restrictions: Detailed breakdown of territorial restrictions and requirements
8. Appendix C - Quality Control Standards: Specific quality control requirements and procedures
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
Know-How
License Fees
Licensed Materials
Licensed Patents
Licensed Portfolio
Licensed Products
Licensed Software
Licensed Technology
Licensed Trademarks
Licensee
Licensor
Net Sales
Patent Rights
Performance Requirements
Permitted Purpose
Quarter
Renewal Term
Reporting Period
Royalty Rate
Source Code
Specifications
Sub-licensee
Support Services
Technical Documentation
Term
Territory
Third Party
Trade Secrets
Updates
Working Day
License Grant
Territorial Restrictions
Field of Use Restrictions
Payment Terms
Royalty Calculations
Audit Rights
Intellectual Property Rights
IP Protection
IP Ownership
Sub-licensing
Technology Transfer
Technical Support
Quality Control
Performance Requirements
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Duration
Termination Rights
Force Majeure
Assignment
Governing Law
Dispute Resolution
Competition Law Compliance
Export Control
Notice Requirements
Entire Agreement
Amendment
Severability
Waiver
Survival
Counterparts
Third Party Rights
Compliance with Laws
Record Keeping
Reporting Requirements
Source Code Escrow
Insurance
Technology
Software Development
Telecommunications
Pharmaceutical
Manufacturing
Media and Entertainment
Biotechnology
Financial Services
Automotive
Consumer Electronics
Legal
Intellectual Property
Commercial
Business Development
Finance
Technology
Research and Development
Compliance
Risk Management
Product Development
Chief Legal Officer
IP Counsel
Licensing Manager
Commercial Director
Chief Technology Officer
Head of Patents
Business Development Director
Contract Manager
Technology Transfer Officer
IP Portfolio Manager
Chief Financial Officer
Risk Management Director
Compliance Officer
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