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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: Detailed definitions of key terms including Licensed IP, Territory, Field of Use, and Technical Terms
4. Grant of License: Scope of license (exclusive/non-exclusive), permitted uses, and territory restrictions
5. License Fees and Royalties: Payment terms, calculation methods, and payment schedules
6. Protection of IP Rights: Obligations regarding IP protection, infringement reporting, and enforcement
7. Quality Control: Standards for IP usage and quality maintenance requirements
8. Representations and Warranties: Warranties regarding IP ownership, right to license, and non-infringement
9. Term and Termination: Duration, renewal terms, and termination circumstances
10. Confidentiality: Protection of confidential information exchanged during the license period
11. Indemnification: Indemnification obligations for IP infringement and other breaches
12. Governing Law and Jurisdiction: Specification of Indian law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the IP to third parties
2. Technology Transfer: Include when license involves transfer of technical knowledge or support
3. Export Control: Include for cross-border licenses requiring export compliance
4. Improvements: Include when parties anticipate improvements to the licensed IP
5. Source Code Escrow: Include for software licenses requiring code protection
6. Competition Compliance: Include when license terms could raise competition law concerns
7. Insurance: Include when specific insurance coverage is required for IP usage
8. Localization Requirements: Include when IP needs to be adapted for Indian market
9. Government Approvals: Include when license requires regulatory approvals
1. Schedule A - Licensed IP: Detailed description of all IP being licensed including registration numbers
2. Schedule B - Technical Specifications: Technical details and standards for IP implementation
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and fees
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Territory Definition: Detailed description of geographic scope and any restrictions
6. Schedule F - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix 1 - Usage Guidelines: Guidelines for proper use of the licensed IP
8. Appendix 2 - Reporting Templates: Standard forms for usage reports and royalty calculations
Agreement
Applicable Law
Background IP
Confidential Information
Effective Date
Field of Use
Force Majeure
Foreground IP
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensed Trademark
Licensee
Licensor
Net Sales
Patent Rights
Quarter
Renewal Term
Royalty
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademark Guidelines
Use
Valid Claim
Working Day
Grant of License
License Scope
Territory Restrictions
Exclusivity
Sub-licensing
Royalties
Payment Terms
Audit Rights
Quality Control
IP Protection
IP Ownership
Confidentiality
Non-Competition
Technology Transfer
Technical Support
Improvements
Representations and Warranties
Indemnification
Limitation of Liability
Term and Duration
Termination
Force Majeure
Assignment
Regulatory Compliance
Export Control
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Waiver
Insurance
Record Keeping
Reporting
Competition Law Compliance
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Entertainment
Media
Healthcare
Automotive
Electronics
Consumer Goods
Research & Development
Education
Telecommunications
Fashion
Retail
Energy
Agricultural Technology
Financial Services
Defense
Legal
Intellectual Property
Research and Development
Business Development
Finance
Operations
Compliance
Technology
Innovation
Strategy
Commercial
Corporate Development
Product Development
Risk Management
Information Technology
Legal Counsel
IP Attorney
Chief Legal Officer
Chief Technology Officer
Licensing Manager
Business Development Manager
Research Director
Innovation Manager
Commercial Director
Chief Executive Officer
Chief Financial Officer
Technology Transfer Officer
IP Portfolio Manager
Contract Manager
General Counsel
Research Scientist
Product Manager
Operations Director
Compliance Officer
Strategy Director
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