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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the licensed material/property, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, scope, territory, and nature of the license (exclusive/non-exclusive)
5. License Fees and Payment Terms: Financial terms, payment schedule, calculation of royalties if applicable
6. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
7. Licensee Obligations: Key responsibilities and requirements of the licensee
8. Intellectual Property Rights: Ownership assertions and IP protection measures
9. Confidentiality: Protection of confidential information and trade secrets
10. Warranties and Representations: Statements of assurance from both parties
11. Limitation of Liability: Limits on parties' liability and exclusions
12. Indemnification: Mutual or one-way indemnity obligations
13. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including assignment, severability, entire agreement
1. Quality Control: Required when licensing involves branded products or services requiring quality standards
2. Sub-licensing Rights: Include when licensee is permitted to sub-license to third parties
3. Source Code Escrow: For software licenses where source code protection is required
4. Export Control: Required when licensed material may be subject to export regulations
5. Data Protection: Include when personal data processing is involved in the licensed activities
6. Maintenance and Support: For technical licenses requiring ongoing support services
7. Training and Documentation: When technical training or documentation is part of the license package
8. Audit Rights: When licensor needs right to audit licensee's use or royalty calculations
1. Schedule 1: Licensed Material: Detailed description of the licensed intellectual property or materials
2. Schedule 2: Technical Specifications: Technical details and requirements for the licensed material
3. Schedule 3: Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4: Service Levels: Performance metrics and service standards if applicable
5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A: Usage Guidelines: Specific rules and guidelines for using the licensed material
7. Appendix B: Quality Standards: Detailed quality control requirements and specifications
8. Appendix C: Reporting Templates: Standard forms for required reporting under the agreement
Authorized Users
Background Intellectual Property
Commencement Date
Confidential Information
Documentation
Effective Date
Foreground Intellectual Property
Intellectual Property Rights
License
Licensed Material
License Fee
License Period
License Territory
Licensor Materials
Maintenance Services
Patent Rights
Quality Standards
Royalties
Source Code
Specifications
Technical Information
Term
Third Party
Trade Marks
Updates
Usage Reports
Working Day
License Grant
License Restrictions
Intellectual Property Rights
Payment Terms
Royalties
Term and Termination
Representations and Warranties
Confidentiality
Quality Control
Performance Standards
Reporting Requirements
Audit Rights
Non-Competition
Territory Restrictions
Sub-Licensing
Technical Support
Documentation
Training
Maintenance
Updates and Modifications
Indemnification
Limitation of Liability
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Data Protection
Export Control
Anti-Corruption
Compliance with Laws
Technology and Software
Manufacturing
Telecommunications
Pharmaceutical
Media and Entertainment
Biotechnology
Consumer Products
Industrial Products
Research and Development
Education
Healthcare
Automotive
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Compliance
Operations
Innovation
Technology Transfer
Contracts Administration
Product Development
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
Operations Director
Product Manager
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