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1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses
2. Background: Context of the agreement, brief description of each party's business and IP portfolio, and purpose of the cross-licensing arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement, including technical terms and IP-related terminology
4. Grant of License: Mutual licensing provisions, scope of rights granted by each party to the other
5. Field of Use: Specific fields or industries where the licensed IP may be used
6. Territory: Geographic scope of the license rights
7. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
8. Royalties and Payments: Financial terms, including any royalty calculations, payment schedules, and currency specifications
9. Representations and Warranties: Each party's assertions regarding IP ownership and right to license
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. IP Protection and Enforcement: Obligations regarding IP protection and enforcement against third parties
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
14. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Improvements: Terms regarding rights to technological improvements - include when future developments are expected
2. Sub-licensing Rights: Terms for sub-licensing - include when parties may need to grant sub-licenses
3. Quality Control: Quality standards for licensed products - include for manufacturing or product-related licenses
4. Export Control: Export restrictions and compliance - include for international licensing arrangements
5. Technology Transfer: Specific provisions for technology transfer - include when technical knowledge sharing is involved
6. Most Favored Licensee: Ensures best terms are offered - include when competitive advantage is crucial
7. Patent Marking: Requirements for marking licensed products - include for patent-heavy agreements
8. Regulatory Compliance: Industry-specific compliance requirements - include for regulated industries
1. Schedule A - Licensed Patents: Detailed list of patents included in the cross-license from first party
2. Schedule B - Licensed Patents: Detailed list of patents included in the cross-license from second party
3. Schedule C - Licensed Trademarks: List of any trademarks included in the licensing arrangement
4. Schedule D - Technical Documentation: List of technical documents to be shared between parties
5. Schedule E - Royalty Calculations: Detailed methodology for calculating any royalties or payments
6. Appendix 1 - Approved Sub-licensees: List of pre-approved sub-licensees, if applicable
7. Appendix 2 - Quality Standards: Detailed quality control requirements and specifications
8. Appendix 3 - Technology Transfer Plan: Detailed plan for any required technology transfer activities
Agreement
Background IP
Confidential Information
Commencement Date
Effective Date
Field of Use
Foreground IP
Improvements
Intellectual Property Rights
Licensed Patents
Licensed Products
Licensed Technology
Licensed Trademarks
License Fee
Net Sales
NOTAP
Patent Rights
Patents
Proprietary Information
Regulatory Approvals
Royalty
Subsidiary
Technical Documentation
Technical Information
Technology
Term
Territory
Third Party
Trade Secrets
Valid Claim
Working Day
Year
Licensed Know-How
Patent Applications
Quality Standards
Regulatory Requirements
Sub-licensee
Technical Assistance
Technology Transfer
Termination Date
Commercial Use
Exclusive Field
Export Control Laws
Implementation Period
Improvements
Local Content Requirements
Non-Exclusive Field
Nigerian Law
Related Rights
Technical Specifications
Grant of License
Scope of License
Territory
Duration
Payment Terms
Royalties
Confidentiality
Intellectual Property Rights
Technology Transfer
Technical Assistance
Quality Control
Representations and Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Sub-licensing
Regulatory Compliance
Export Control
Term and Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Waiver
Further Assurance
Counterparts
Non-Competition
Improvements
Patent Marking
Records and Audit
Reporting
Local Content
Insurance
Competition Law Compliance
Third Party Rights
Data Protection
Anti-Corruption
Technology
Telecommunications
Pharmaceuticals
Manufacturing
Automotive
Electronics
Software Development
Biotechnology
Semiconductor
Consumer Electronics
Industrial Equipment
Research and Development
Legal
Intellectual Property
Research and Development
Business Development
Technical Operations
Compliance
Innovation
Patent Administration
Technology Transfer
Corporate Affairs
Legal Counsel
Intellectual Property Manager
Patent Attorney
Licensing Manager
Chief Technology Officer
Research and Development Director
Chief Legal Officer
Business Development Manager
Technology Transfer Officer
Innovation Manager
Corporate Counsel
Patent Engineer
Intellectual Property Analyst
Technical Director
Compliance Officer
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