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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 intellectual property, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or 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 use of the IP and quality maintenance requirements
9. Confidentiality: Protection of confidential information exchanged during the license relationship
10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
11. Indemnification: Mutual or unilateral indemnification obligations for IP-related claims
12. General Provisions: Standard clauses including governing law, dispute resolution, and notices
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the IP to third parties
2. Technology Transfer: Include when technical knowledge or support is required for IP implementation
3. Improvement Rights: Include when parties want to address ownership and usage rights of improvements to the IP
4. Export Control: Include when IP involves technology subject to export restrictions
5. Source Code Escrow: Include for software licensing agreements where source code protection is needed
6. Marketing and Promotion: Include when specific guidelines for marketing the licensed IP are needed
7. Training and Support: Include when ongoing technical support or training is part of the license
8. Audit Rights: Include when licensor requires right to audit licensee's use of IP or royalty calculations
1. Schedule 1 - Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed IP
3. Schedule 3 - Quality Control Standards: Specific quality standards and testing procedures
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule 6 - Territory Definition: Detailed description of licensed territory including any restrictions
7. Appendix A - Brand Guidelines: Guidelines for use of trademarks or branded elements
8. Appendix B - Reporting Templates: Standard forms for required periodic reports
Affiliate
Applicable Law
Background IP
Commencement Date
Confidential Information
Effective Date
Foreground IP
Force Majeure
Gross Revenue
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
License Fee
License Period
Net Sales
NOTAP
Patents
Permitted Purpose
Quality Standards
Renewal Term
Royalties
Subsidiary
Technical Information
Technology Transfer
Term
Third Party
Trade Marks
Trade Secrets
Working Day
Grant of License
License Scope
Territory Restrictions
Exclusivity
Term and Duration
Payment Terms
Royalties
IP Ownership
Quality Control
Confidentiality
Non-Disclosure
Non-Competition
Technical Support
Technology Transfer
Regulatory Compliance
Sub-licensing
Improvements
Warranties
Representations
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Performance Obligations
Marketing Rights
Export Control
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Technology
Manufacturing
Pharmaceuticals
Entertainment
Media
Software Development
Biotechnology
Consumer Goods
Fashion
Telecommunications
Research and Development
Education
Healthcare
Automotive
Energy
Legal
Intellectual Property
Research and Development
Business Development
Compliance
Technology Transfer
Commercial
Innovation
Product Development
Finance
Operations
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research and Development Director
Compliance Officer
Contract Manager
Chief Executive Officer
Innovation Manager
Technology Transfer Officer
Commercial Director
Patent Attorney
Trademark Attorney
General Counsel
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