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1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Explains the context of the agreement, including ownership of the intellectual property and intention to license
3. Definitions: Defines key terms used throughout the agreement including 'Licensed Property', 'Royalty Rate', 'Net Sales', etc.
4. Grant of Rights: Specifies the exact rights being licensed, including scope, territory, and any restrictions
5. Term and Renewal: Defines the duration of the agreement and any renewal options
6. Royalty Payments: Details the royalty rates, calculation methods, and payment terms
7. Payment Terms: Specifies payment frequency, method, currency, and handling of taxes
8. Reporting Requirements: Outlines the licensee's obligations for sales reporting and royalty calculations
9. Quality Control: Sets standards for the use of the licensed property and quality maintenance
10. Audit Rights: Establishes the licensor's right to audit the licensee's records
11. Intellectual Property Protection: Addresses IP ownership, protection, and infringement handling
12. Termination: Details circumstances for termination and post-termination obligations
13. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets jurisdiction for disputes
1. Minimum Guarantee: Include when there's a minimum royalty payment requirement regardless of sales
2. Sub-licensing Rights: Include when the licensee is permitted to sub-license the rights
3. Territory Restrictions: Include for international agreements or when territory limitations apply
4. Marketing and Promotion: Include when specific marketing obligations or restrictions exist
5. Currency Conversion: Include for international agreements with multiple currencies
6. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
7. Non-Competition: Include when restricting licensee's involvement in competing products
8. Bank Guarantee: Include when financial security is required from the licensee
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Royalty Rates: Detailed breakdown of royalty rates, including any tiered structure
3. Schedule 3 - Approved Products: List of products/services approved for use with the licensed property
4. Schedule 4 - Quality Standards: Detailed quality control requirements and specifications
5. Schedule 5 - Reporting Format: Template for sales reports and royalty calculations
6. Schedule 6 - Territory Definition: Detailed description of licensed territories and any restrictions
7. Appendix A - Brand Guidelines: Guidelines for proper use of licensed trademarks or brands
8. Appendix B - Compliance Requirements: Specific compliance requirements for the licensed property
Accounting Period
Affiliate
Approved Products
Background Intellectual Property
Business Day
Commencement Date
Confidential Information
Effective Date
Gross Sales
Initial Term
Intellectual Property Rights
Licensed Property
Licensed Rights
Licensed Territory
Licensor Materials
Minimum Guarantee
Net Sales
Quality Standards
Renewal Term
Reporting Period
Royalty Rate
Royalty Statement
Taxes
Term
Territory
Trade Marks
Working Day
Recitals
Definitions
Grant of Rights
Territory
Term and Duration
Royalty Payments
Payment Terms
Minimum Guarantee
Record Keeping
Audit Rights
Quality Control
Intellectual Property Protection
Representations and Warranties
Confidentiality
Non-Competition
Indemnification
Insurance
Force Majeure
Assignment
Termination
Post-Termination Obligations
Notices
Entire Agreement
Amendment
Severability
Waiver
Further Assurance
Costs
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Technology
Entertainment
Manufacturing
Consumer Goods
Fashion and Apparel
Media and Broadcasting
Pharmaceuticals
Software and IT
Food and Beverage
Education
Research and Development
Telecommunications
Legal
Finance
Intellectual Property
Business Development
Commercial
Compliance
Brand Management
Product Development
Treasury
Tax
Intellectual Property Manager
Legal Counsel
Commercial Director
Licensing Manager
Business Development Manager
Finance Director
Compliance Officer
Brand Manager
Product Development Manager
Chief Technology Officer
Chief Financial Officer
General Counsel
Contracts Manager
Royalty Administration Manager
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