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1. Parties: Identification of the sub-licensor (who holds the original license) and sub-licensee, including their registered addresses and company details
2. Background: Context of the agreement, including confirmation of the original license and the sub-licensor's right to grant sub-licenses
3. Definitions: Defined terms used throughout the agreement, including specific technical, legal, and commercial terms
4. Grant of Sub-License: Explicit terms of the sub-license grant, including scope, territory, and any restrictions
5. Duration and Termination: Term of the sub-license and circumstances under which it can be terminated
6. Payment Terms: Financial terms including license fees, royalties, payment schedules, and calculation methods
7. Sub-Licensee Obligations: Specific duties and responsibilities of the sub-licensee in using the licensed rights
8. Quality Control: Standards and requirements for maintaining quality in the use of licensed rights
9. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Warranties and Indemnities: Representations about the licensed rights and protection against claims
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Sub-License Transfer Rights: Include when further sub-licensing rights are to be granted to the sub-licensee
2. Improvements: Include when dealing with technological IP where improvements may be developed
3. Export Control: Include when the licensed rights involve cross-border usage or technology transfer
4. Source Code Escrow: Include when licensing software with critical source code
5. Training and Support: Include when technical support or training is part of the sub-license arrangement
6. Insurance: Include when specific insurance requirements are needed for high-risk licenses
7. Compliance with Original License: Include detailed provisions when original license has specific compliance requirements
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Original License Agreement: Copy or relevant excerpts of the original license agreement
3. Schedule 3 - Territory: Detailed description of geographical areas where sub-license rights can be exercised
4. Schedule 4 - Payment Terms: Detailed breakdown of financial terms, royalty calculations, and payment schedules
5. Schedule 5 - Quality Standards: Specific quality control requirements and standards to be maintained
6. Schedule 6 - Technical Specifications: Technical details and specifications of licensed technology or products
7. Appendix A - Approved Forms of Use: Examples and guidelines for acceptable use of licensed rights
8. Appendix B - Reporting Templates: Standard forms for required periodic reports and notifications
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Foreground IP
Force Majeure
Improvements
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Territory
License Fee
Original License
Original License Agreement
Original Licensor
Patent Rights
Products
Quarterly
Royalties
Sub-Licensed Rights
Sub-Licensed Territory
Sub-Licensee
Sub-Licensor
Technical Information
Term
Third Party
Trade Marks
Trade Secrets
Use
Valid Claim
Working Day
Year
Net Sales
Gross Revenue
Quality Standards
Restricted Information
Commercial Purpose
Permitted Use
Related Party
Subsidiary
Technical Documentation
Proprietary Information
Know-How
Intellectual Property
Licensed Technology
Regulatory Approvals
Contract Year
Accounting Period
Territory
Grant of Rights
Scope of License
Territory
Term and Termination
Payment and Royalties
Quality Control
Intellectual Property Rights
Confidentiality
Warranties and Representations
Indemnification
Liability
Force Majeure
Assignment
Compliance with Laws
Audit Rights
Record Keeping
Reporting
Non-Competition
Performance Obligations
Technical Support
Training
Improvements
Sub-Licensing Rights
Export Control
Insurance
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Further Assurance
Waiver
Counterparts
Regulatory Compliance
Data Protection
Intellectual Property Protection
Quality Standards
Brand Protection
Technology and Software
Pharmaceuticals and Healthcare
Manufacturing
Telecommunications
Media and Entertainment
Retail and Consumer Goods
Automotive
Biotechnology
Research and Development
Fashion and Luxury Goods
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Contracts Administration
Technology Transfer
Product Development
Corporate Strategy
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Business Development Manager
Chief Technology Officer
Head of Research and Development
Compliance Officer
Contract Manager
Chief Legal Officer
Technology Transfer Officer
IP Rights Administrator
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