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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Explains the context, including the licensor's ownership of the intellectual property and the licensee's desire to use it
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Grant of License: Specifies the exact nature and scope of the non-exclusive license being granted
5. Territory: Defines the geographical areas where the license can be exercised
6. Term and Termination: Specifies the duration of the agreement and circumstances for termination
7. License Fees and Payment Terms: Details the financial terms, including license fees, royalties, and payment schedules
8. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed property
9. Licensor Obligations: Defines the licensor's ongoing responsibilities and support obligations
10. Intellectual Property Rights: Clarifies ownership and protection of the licensed IP
11. Warranties and Representations: States the parties' warranties regarding their authority and the licensed property
12. Indemnification: Outlines mutual or unilateral indemnification obligations
13. Confidentiality: Protects confidential information exchanged during the agreement
14. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes
15. Notices: Specifies how formal communications between parties should be made
16. General Provisions: Includes standard boilerplate clauses like severability, entire agreement, and amendments
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Sub-licensing Rights: Include when the licensee may need to sub-license the rights to third parties
3. Marketing and Promotion: Necessary when the agreement involves branding or marketing requirements
4. Technical Support: Include when the license requires ongoing technical support or maintenance
5. Export Control: Required when the licensed property may be subject to export regulations
6. Source Code Escrow: Include for software licenses where source code access might be needed in specific circumstances
7. Audit Rights: Include when the licensor needs rights to audit the licensee's use or royalty calculations
8. Insurance: Required when the licensed activity requires specific insurance coverage
9. Force Majeure: Include when parties want protection from unforeseen circumstances affecting performance
1. Schedule A - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule B - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods
3. Schedule C - Technical Specifications: Technical details and requirements for the licensed property
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures if applicable
5. Schedule E - Support Services: Details of any technical support or maintenance services
6. Schedule F - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Schedule G - Territory Map: Detailed definition of the licensed territory if geographical restrictions apply
8. Appendix 1 - Reporting Templates: Standard forms for required periodic reports
9. Appendix 2 - Contact Details: Key contact information for both parties
Affiliate
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Intellectual Property Rights
License
Licensed Property
Licensed Products
Licensed Territory
License Fees
Licensee
Licensor
Net Sales
Patents
Quarter
Royalties
Subsidiary
Technical Information
Term
Trademarks
Trade Secrets
Working Day
Year
Improvements
Know-How
Quality Standards
Reporting Period
Revenue
Specifications
Sub-license
Technical Documentation
Third Party
Use
Valid Claim
License Grant
Exclusivity
Territory
Term and Duration
Payment and Royalties
Performance Obligations
Quality Control
Intellectual Property Rights
Warranties and Representations
Confidentiality
Non-Competition
Assignment and Sub-licensing
Technical Support
Reporting and Audit
Indemnification
Limitation of Liability
Force Majeure
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Counterparts
Relationship of Parties
Third Party Rights
Export Control
Data Protection
Insurance
Compliance with Laws
Anti-Corruption
Technology and Software
Manufacturing
Pharmaceuticals
Media and Entertainment
Telecommunications
Research and Development
Biotechnology
Consumer Goods
Education
Publishing
Fashion and Retail
Automotive
Healthcare
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Compliance
Technology
Innovation
Product Management
Corporate Strategy
Operations
Finance
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research and Development Director
Commercial Director
Compliance Officer
Contract Manager
Innovation Manager
Patent Attorney
Technology Transfer Officer
Product Manager
Chief Executive Officer
Chief Legal Officer
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