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1. Parties: Identification of the Licensor and Licensee with full legal names and registered addresses
2. Background: Context of the agreement, brief description of the licensed property, and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Field of Use
4. Grant of License: Explicit grant of non-exclusive license, scope of rights, and permitted uses
5. Term and Termination: Duration of the license, renewal provisions, and circumstances for termination
6. License Fees and Payment Terms: Financial terms, including license fees, royalties, payment schedule, and reporting requirements
7. Intellectual Property Rights: Ownership confirmation, protection of IP rights, and handling of improvements
8. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
9. Confidentiality: Protection of confidential information exchanged during the license relationship
10. Limitation of Liability: Limitations on parties' liability and exclusions of certain types of damages
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Technology Transfer: Include when technical knowledge or support is required for implementing the license
3. Sub-licensing Rights: When the licensee may be granted rights to sub-license to third parties
4. Territory Restrictions: Specific geographical limitations on the license use
5. Export Control: Required when licensed property may be subject to export regulations
6. Source Code Escrow: For software licenses where source code access might be needed under certain conditions
7. Performance Obligations: When minimum sales or usage targets are required
8. Training and Support: Details of technical support and training to be provided by licensor
9. Insurance: When specific insurance coverage is required for licensed activities
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed, including registration numbers if applicable
2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms, calculation methods, and payment schedules
3. Schedule 3 - Technical Specifications: Technical details, standards, and requirements for the licensed property
4. Schedule 4 - Territory: Detailed description of geographical areas where license rights may be exercised
5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures if applicable
6. Appendix A - Reporting Templates: Standard forms for royalty reporting and other required periodic reports
7. Appendix B - Support Services: Details of any technical support, maintenance, or updates to be provided
Confidential Information
Effective Date
Field of Use
Improvements
Intellectual Property Rights
License
Licensed Products
Licensed Property
Licensed Technology
License Fee
Net Sales
Patent Rights
Reporting Period
Royalty
Subsidiary
Technical Documentation
Term
Territory
Third Party
Trade Secrets
Trademarks
Working Day
Definitions
Grant of License
Scope of License
Territory
Term and Duration
License Fees and Royalties
Payment Terms
Reporting Requirements
Intellectual Property Rights
Quality Control
Warranties and Representations
Confidentiality
Non-Competition
Technical Support
Improvements
Record Keeping
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Assignment
Termination
Effects of Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Force Majeure
Counterparts
Technology and Software
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Telecommunications
Consumer Products
Industrial Products
Research and Development
Education
Healthcare
Automotive
Fashion and Retail
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Operations
Technology
Finance
Product Development
Strategy
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Commercial Director
Chief Technology Officer
Research and Development Director
Compliance Officer
Contract Manager
Chief Legal Officer
Innovation Manager
Technology Transfer Officer
Patent Attorney
Product Manager
Operations Director
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