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1. Parties: Identification of the licensor and licensee with their full legal names, registration details, and addresses
2. Background: Context of the agreement, including brief description of the technology and purpose of the license
3. Definitions: Detailed definitions of technical terms, licensed technology, and other key terms used throughout the agreement
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses
5. License Fees and Payment Terms: Details of licensing fees, royalties, payment schedule, and payment methods
6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or modifications
7. Confidentiality: Protection of confidential information, trade secrets, and technical know-how
8. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance of the technology
9. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination
10. Post-Termination Obligations: Obligations of parties after agreement termination, including return of materials
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution
1. Source Code Escrow: Provisions for source code escrow arrangements, used when source code access might be necessary in specific circumstances
2. Training and Support: Terms for technical support, maintenance, and training if provided by licensor
3. Export Control: Compliance with export control laws, necessary for international licensing
4. Insurance: Requirements for insurance coverage, particularly relevant for high-value or high-risk technologies
5. Data Protection: Specific provisions for handling personal data, required if the technology processes personal information
6. Change Control: Procedures for managing changes to the technology or terms, useful for long-term agreements
7. Audit Rights: Rights to audit usage and compliance, important for usage-based licensing
8. Sub-licensing Rights: Terms for sub-licensing if permitted, including conditions and restrictions
1. Schedule A - Technical Specifications: Detailed technical specifications of the licensed technology
2. Schedule B - License Fees and Royalty Calculations: Detailed breakdown of fees, royalty rates, and calculation methods
3. Schedule C - Service Level Agreement: Performance standards and metrics for the technology
4. Schedule D - Implementation Timeline: Milestones and deadlines for technology implementation
5. Schedule E - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
6. Schedule F - Security Requirements: Specific security protocols and requirements for the technology
7. Appendix 1 - Acceptance Testing Procedures: Procedures and criteria for acceptance testing of the technology
8. Appendix 2 - Support and Maintenance Terms: Detailed terms for ongoing support and maintenance services
Affiliate
Background IP
Confidential Information
Documentation
Effective Date
Enhancements
Field of Use
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Technology
License Fees
Maintenance Services
Modifications
Patent Rights
Permitted Purpose
Proprietary Information
Renewal Term
Royalties
Source Code
Specifications
Technical Information
Technology
Term
Territory
Third Party Components
Trade Secrets
Updates
Upgrades
Use
User
Working Day
Grant of License
License Scope
Territory Restrictions
Intellectual Property Rights
Technology Transfer
Technical Support
Confidentiality
Non-Disclosure
Payment Terms
Royalties
Warranties
Representations
Quality Control
Performance Standards
Maintenance and Support
Training
Documentation
Audit Rights
Record Keeping
Term and Duration
Renewal
Termination
Force Majeure
Assignment
Sub-licensing
Dispute Resolution
Governing Law
Jurisdiction
Indemnification
Liability Limitation
Insurance
Compliance
Export Control
Data Protection
Notice
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Information Technology
Software Development
Manufacturing
Telecommunications
Healthcare Technology
Biotechnology
Automotive
Aerospace
Financial Services
Educational Technology
Clean Technology
Industrial Automation
Consumer Electronics
Digital Media
Research and Development
Legal
Information Technology
Research and Development
Intellectual Property
Business Development
Compliance
Technical Operations
Innovation
Commercial Operations
Product Development
Chief Technology Officer
Legal Counsel
IP Rights Manager
Technology Transfer Officer
Licensing Manager
Business Development Director
Chief Information Officer
Head of Research and Development
Commercial Director
Compliance Officer
Technical Program Manager
Innovation Director
Patent Attorney
Chief Legal Officer
Technology Commercialization Manager
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