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1. Parties: Identification of all parties to the termination agreement, including their registered addresses and company details
2. Background: Reference to the original license agreement, its date, and brief context of why termination is being executed
3. Definitions: Key terms used in the agreement, including those carried forward from the original license agreement
4. Termination: Clear statement of termination, effective date, and mutual agreement to terminate
5. Outstanding Payments: Details of any pending payments, royalties, or fees to be settled between parties
6. Return of Materials: Requirements for return or destruction of licensed materials, documentation, and confidential information
7. Cease of Use: Explicit provisions requiring licensee to stop using licensed property after the effective termination date
8. Surviving Obligations: Specification of which obligations from the original agreement survive termination
9. Release and Waiver: Mutual release from obligations and waiver of claims related to the license agreement
10. Governing Law: Confirmation that Indian law governs the termination agreement
11. Execution: Signature blocks and execution details
1. Transition Period: Include when a grace period is needed for the licensee to wind down operations or transition to alternatives
2. Assignment of Rights: Required if any rights need to be reassigned as part of the termination
3. Non-Compete Obligations: Include if post-termination competitive restrictions are necessary
4. Public Announcements: Include when parties need to agree on how to communicate the termination publicly
5. Tax Implications: Include when there are significant tax considerations related to the termination
6. Dispute Resolution: Include when specific dispute resolution mechanisms are needed beyond standard court jurisdiction
7. Third Party Rights: Include when termination affects rights of third parties or requires their acknowledgment
1. Original License Agreement: Copy of the original license agreement being terminated
2. Outstanding Payments Schedule: Detailed breakdown of any pending payments, including calculation methods
3. Licensed Materials Inventory: List of all licensed materials to be returned or destroyed
4. Handover Protocol: Detailed procedure for returning materials and transitioning any ongoing operations
5. Confirmation of Compliance: Form for documenting compliance with return/destruction of materials
6. Third Party Notifications: List of third parties to be notified of termination and draft notifications
Original License Agreement
Effective Date
Termination Date
Licensed Materials
Licensed Rights
Licensed Territory
Intellectual Property Rights
Confidential Information
Licensor
Licensee
Parties
Outstanding Payments
Surviving Obligations
Transition Period
Return Period
Licensed Products
Licensed Technology
Proprietary Information
Business Day
Affiliate
Force Majeure Event
Governing Law
Jurisdiction
Representatives
Termination Notice
Handover Protocol
Compliance Certificate
Royalty Payments
Sub-licensee
Third Party Rights
Working Days
Intellectual Property
Derivative Works
Documentation
Interpretation
Termination
Payment
Intellectual Property Rights
Confidentiality
Return of Materials
Representations and Warranties
Release and Waiver
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Third Party Rights
Non-Compete
Transition Arrangements
Survival
Compliance
Further Assurance
Costs
Counterparts
Technology & Software
Manufacturing
Pharmaceuticals & Healthcare
Media & Entertainment
Telecommunications
Retail & Consumer Goods
Automotive
Energy & Utilities
Financial Services
Education
Research & Development
Legal
Intellectual Property
Compliance
Commercial
Business Development
Technology
Operations
Finance
Risk Management
Legal Counsel
Intellectual Property Manager
Licensing Director
Chief Legal Officer
Contract Manager
Business Development Manager
Chief Technology Officer
Chief Executive Officer
Compliance Officer
Commercial Director
Risk Manager
Patent Attorney
General Counsel
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