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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including ownership of the IP and purpose of the licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive
5. Term and Termination: Duration of the license and circumstances under which it can be terminated
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Licensee Obligations: Key responsibilities of the licensee including quality standards and reporting requirements
8. IP Protection: Provisions for protecting the licensed IP, including infringement actions and maintenance
9. Warranties and Representations: Statements about IP ownership, right to license, and other key assurances
10. Indemnification: Mutual protection against third-party claims and breaches
11. Confidentiality: Protection of confidential information exchanged during the license period
12. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
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. Quality Control: Essential for trademark licenses or when product quality is crucial
3. Technology Transfer: Include when technical knowledge or support is part of the license
4. Export Control: Required for international licenses involving restricted technologies
5. Improvement Rights: Include when parties want to address ownership/licensing of improvements to the IP
6. Source Code Escrow: For software licenses where source code access might be needed
7. Performance Targets: Include when license is contingent on achieving specific performance metrics
8. Marketing and Promotion: Important for brand licensing or when specific marketing requirements exist
9. Competition Restrictions: Include non-compete or territorial restrictions where legally permitted
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details, standards, and requirements for using the licensed IP
3. Schedule 3 - Payment Terms: Detailed royalty calculations, payment schedules, and reporting formats
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Territory: Detailed description of geographic territories covered by the license
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Schedule 7 - Brand Guidelines: For trademark licenses, specific requirements for brand usage
8. Appendix A - Reporting Templates: Standard forms for required periodic reports
9. Appendix B - Approval Procedures: Processes for obtaining necessary approvals from licensor
Affiliate
Applicable Law
Background IP
Commencement Date
Confidential Information
Effective Date
Expiration Date
Force Majeure
Foreground IP
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Net Sales
Patent Rights
Permitted Purpose
Quality Standards
Renewal Term
Royalty
Royalty Period
Specifications
Sub-licensee
Technical Documentation
Term
Third Party
Trade Marks
Trade Secrets
Working Day
Year
Licensed Software
Source Code
Object Code
Documentation
Regulatory Approvals
Intellectual Property Office
Minimum Performance Requirements
Quarterly Report
Revenue
Technical Support
Maintenance Services
Quality Control Procedures
Approved Sub-contractors
Background Materials
Commercialization
Grant of License
Scope of License
Territory Restrictions
Term and Duration
Renewal
Payment and Royalties
Reporting and Audit
Quality Control
Intellectual Property Protection
Representations and Warranties
Technical Support
Confidentiality
Non-Competition
Sub-licensing
Improvements
Technology Transfer
Registration Requirements
Regulatory Compliance
Performance Obligations
Record Keeping
Monitoring and Inspection
Marketing and Promotion
Export Control
Force Majeure
Termination
Post-Termination Obligations
Assignment
Dispute Resolution
Governing Law
Indemnification
Insurance
Notice Requirements
Amendments
Severability
Entire Agreement
Third Party Rights
Waiver
Further Assurance
Counterparts
Technology and Software
Pharmaceuticals and Healthcare
Manufacturing
Media and Entertainment
Consumer Products
Telecommunications
Biotechnology
Automotive
Fashion and Luxury Goods
Research and Development
Education
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Compliance
Technology Transfer
Innovation
Brand Management
Corporate Affairs
Licensing
Legal Counsel
IP Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Commercial Director
Compliance Officer
Research Director
Innovation Manager
Contract Manager
Chief Legal Officer
Technology Transfer Officer
Patent Attorney
Brand Manager
Chief Executive Officer
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