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1. Parties: Identification and details of the contracting parties, including their legal status and registered addresses
2. Background: Context of the agreement, relationship between parties, and brief description of the intellectual property involved
3. Definitions: Detailed definitions of technical terms, IP-specific terminology, and key concepts used throughout the agreement
4. Scope of Intellectual Property: Comprehensive description and categorization of the intellectual property covered by the agreement
5. Ownership and Rights: Clear statement of IP ownership, assignment of rights, and any retained rights
6. Grant of Rights: Specific rights being granted, including type of license (exclusive/non-exclusive), territory, and duration
7. Payment Terms: Financial terms including royalties, licensing fees, payment schedules, and calculation methods
8. Protection and Maintenance: Obligations regarding IP protection, registration, renewal, and maintenance requirements
9. Confidentiality: Provisions for protecting confidential information and trade secrets
10. Representations and Warranties: Warranties regarding IP ownership, non-infringement, and right to enter into agreement
11. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
12. Post-Termination Obligations: Rights and obligations that survive termination of the agreement
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution
14. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Quality Control: For trademark licenses, provisions regarding quality standards and monitoring
2. Technology Transfer: For agreements involving technology transfer, specific provisions complying with NOTAP requirements
3. Development and Improvements: For IP that may be further developed, provisions regarding ownership and rights to improvements
4. Source Code Escrow: For software-related IP, provisions for source code protection and access
5. Marketing and Promotion: For brand-related IP, guidelines for marketing and promotional use
6. Competition and Territory Restrictions: Specific territorial limitations and non-compete provisions
7. Patent Prosecution: For patent licenses, responsibilities for patent prosecution and maintenance
8. Moral Rights: For copyright works, provisions regarding moral rights under Nigerian law
9. Government Approvals: When required, provisions regarding necessary governmental approvals and registrations
1. Schedule A - IP Assets Register: Detailed list and description of all IP assets covered by the agreement
2. Schedule B - Registered Rights: List of all registered IP rights including registration numbers and jurisdictions
3. Schedule C - Payment Terms: Detailed breakdown of financial terms, royalty calculations, and payment schedules
4. Schedule D - Technical Specifications: Technical details and specifications of the intellectual property
5. Schedule E - Quality Standards: Specific quality standards and requirements for IP usage
6. Schedule F - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
7. Appendix 1 - IP Documentation: Copies of relevant IP certificates, registrations, and supporting documentation
8. Appendix 2 - Form of Reports: Templates for required reports such as royalty statements or usage reports
Agreement
Background IP
Confidential Information
Commencement Date
Copyright Works
Derivative Works
Effective Date
Foreground IP
Force Majeure
Gross Revenue
Improvements
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Territory
Net Sales
Patent Rights
Permitted Use
Proprietary Information
Registered IP
Royalties
Software
Source Code
Specifications
Technical Information
Term
Trade Marks
Trade Secrets
Technology
Unregistered IP
Use
Working Day
Assignment
Licensed Materials
Project IP
Quality Standards
Related Rights
Subsidiary
Third Party
Territory
Commercial Exploitation
Intellectual Property Assets
Moral Rights
Background Technology
Confidentiality Obligations
Documentation
Escrow Agreement
Innovation
License Fee
Assignment of Rights
License Grant
Territory
Royalties
Payment Terms
Representations and Warranties
Duration and Termination
Quality Control
Protection and Enforcement
Sub-licensing
Technical Support
Registration and Maintenance
Improvements
Non-Competition
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Technology Transfer
Moral Rights
Use Restrictions
Audit Rights
Record Keeping
Export Control
Government Approvals
Insurance
Notice
Assignment and Transfer
Severability
Entire Agreement
Amendment
Survival
Third Party Rights
Data Protection
Regulatory Compliance
IP Registration
Infringement Claims
Good Faith
Best Efforts
Technology
Healthcare and Pharmaceuticals
Manufacturing
Entertainment and Media
Software Development
Research and Development
Education
Biotechnology
Telecommunications
Fashion and Retail
Automotive
Agricultural Technology
Creative Industries
Financial Technology
Energy
Consumer Goods
Professional Services
Industrial Design
Legal
Research and Development
Intellectual Property
Business Development
Executive Leadership
Technology Transfer
Innovation
Product Development
Commercial
Corporate Strategy
Compliance
Scientific Affairs
Technical Operations
Licensing
Intellectual Property Lawyer
Legal Counsel
Chief Technology Officer
Research Director
Innovation Manager
Patent Attorney
Licensing Manager
Business Development Director
Chief Executive Officer
Chief Legal Officer
Technology Transfer Manager
Research Scientist
Product Development Manager
Commercial Director
Head of R&D
IP Portfolio Manager
General Counsel
Contract Manager
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