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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the IP, and purpose of the license
3. Definitions: Detailed definitions of technical terms, IP assets, and key concepts used in the agreement
4. Grant of License: Specific rights being granted, scope, territory, and nature of the license (exclusive/non-exclusive)
5. Term and Termination: Duration of the license, renewal terms, and circumstances for termination
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. IP Ownership and Protection: Confirmation of IP ownership, protection obligations, and handling of improvements
8. Quality Control: Standards for IP usage and licensor's right to monitor and control quality
9. Confidentiality: Protection of confidential information exchanged during the license period
10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
11. Indemnification: Mutual indemnification obligations for IP infringement and other claims
12. Dispute Resolution: Process for resolving disputes, including jurisdiction and applicable law
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Technology Transfer: Include for licenses involving technical knowledge or know-how transfer
3. Export Control: Include for cross-border licenses with export restrictions
4. Improvements and New Developments: Include when parties anticipate developments or improvements to the IP
5. Competition Compliance: Include detailed competition law compliance for high-value or market-dominant licenses
6. Source Code Escrow: Include for software licenses where source code protection is required
7. Training and Support: Include when technical training or ongoing support is part of the license
8. Marketing and Promotion: Include when license includes marketing rights or obligations
1. Schedule 1 - Licensed IP: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and specifications of the licensed IP
3. Schedule 3 - Quality Standards: Specific quality control requirements and standards
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and payments
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Brand Guidelines: Guidelines for using licensed trademarks or brands
7. Appendix B - Territory Map: Geographical boundaries of the license territory
8. Appendix C - Reporting Templates: Standard forms for required reports and notifications
Applicable Law
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Foreground IP
Improvement
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
License Fee
Licensee
Licensor
Net Sales
NOTAP
Patents
Permitted Purpose
Renewal Term
Royalties
Subsidiary
Technical Information
Term
Third Party
Trade Marks
Use
Working Day
Quality Standards
Regulatory Approvals
Reporting Period
Services
Specifications
Sub-license
Technology
Trade Secrets
Year
Territory
Exclusivity
Term and Duration
Renewal
Payment and Royalties
Intellectual Property Rights
Quality Control
Confidentiality
Non-Competition
Representations and Warranties
Assignment
Sub-licensing
Technical Support
Improvements
Record Keeping
Audit Rights
Regulatory Compliance
Export Control
Force Majeure
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Jurisdiction
Indemnification
Insurance
Notices
Amendment
Severability
Entire Agreement
Technology Transfer
Brand Protection
Performance Standards
Training and Support
Reporting Requirements
Technology
Manufacturing
Pharmaceuticals
Entertainment
Media
Software Development
Biotechnology
Telecommunications
Fashion and Retail
Education
Research and Development
Oil and Gas
Agriculture
Healthcare
Legal
Intellectual Property
Research and Development
Business Development
Technology Transfer
Commercial
Compliance
Innovation
Product Development
Strategy
Legal Counsel
IP Manager
Technology Transfer Officer
Business Development Manager
Chief Technology Officer
Research Director
Licensing Manager
Commercial Director
Chief Legal Officer
Innovation Manager
Patent Attorney
Contract Manager
Compliance Officer
General Counsel
Chief Executive Officer
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