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1. Parties: Identification of the licensor and licensee companies, including registration numbers and registered addresses
2. Background: Context of the agreement, relationship between the parties, and overview of the licensed rights
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Rights, Territory, and Field of Use
4. Grant of License: Scope of the license, including whether exclusive or non-exclusive, territory restrictions, and permitted uses
5. License Fees and Payment Terms: Financial terms including royalty rates, payment schedules, and calculation methods
6. Protection of Licensed Rights: Obligations regarding protection and maintenance of the licensed intellectual property
7. Quality Control: Standards and requirements for use of the licensed rights
8. Confidentiality: Provisions for protecting confidential information exchanged under the agreement
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Post-Termination Obligations: Obligations of parties after agreement termination
11. General Provisions: Standard contractual provisions including governing law, notices, and amendment procedures
1. Transfer Pricing Compliance: Specific provisions ensuring compliance with transfer pricing regulations, used when license involves cross-border transactions
2. Improvements: Provisions dealing with improvements to the licensed technology, used when R&D or technical development is expected
3. Sub-licensing Rights: Terms governing the right to sub-license, included when sub-licensing may be necessary
4. Export Control: Compliance with export control regulations, used when licensed rights may be subject to export restrictions
5. Tax Provisions: Specific tax-related provisions, included when special tax considerations apply
6. Group Company Rights: Provisions extending rights to other group companies, used when broader group access is needed
1. Schedule 1 - Licensed Rights: Detailed description of all intellectual property being licensed
2. Schedule 2 - License Fees and Royalty Calculations: Detailed breakdown of financial terms and calculation methodologies
3. Schedule 3 - Technical Specifications: Technical details and specifications related to the licensed rights
4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and procedures
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees, if applicable
6. Appendix A - Transfer Pricing Documentation: Supporting documentation for transfer pricing compliance
7. Appendix B - Form of Reports: Templates for required reports and notifications under the agreement
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Group Company
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Products
Licensed Rights
Licensed Territory
Licensee
Licensor
Net Sales
Parent Company
Patents
Quality Standards
Renewal Term
Royalty
Royalty Period
Technical Documentation
Term
Territory
Third Party
Trade Marks
Transfer Pricing Requirements
Grant of License
License Scope
Territory Restrictions
Term and Duration
Royalties and Payments
Transfer Pricing
Quality Control
Intellectual Property Protection
Improvements
Technical Support
Confidentiality
Warranties
Indemnification
Termination
Post-Termination Obligations
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Compliance with Laws
Recordkeeping
Audit Rights
Tax Compliance
Export Control
Group Company Rights
Non-Competition
Representations
Technology
Manufacturing
Pharmaceuticals
Consumer Goods
Automotive
Chemical
Energy
Telecommunications
Financial Services
Healthcare
Legal
Finance
Tax
Compliance
Intellectual Property
Commercial
Business Development
Risk Management
Corporate Secretariat
Treasury
Legal Counsel
Intellectual Property Manager
Commercial Director
Chief Financial Officer
Tax Director
Compliance Officer
Licensing Manager
Corporate Secretary
Group General Counsel
Technology Transfer Manager
Business Development Director
Risk Manager
Transfer Pricing Specialist
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