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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed property
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Detailed description of the license grant, explicitly stating its irrevocable nature
5. Scope of License: Specific rights granted, permitted uses, and any territorial limitations
6. Duration: Term of the license, emphasizing its perpetual/irrevocable nature
7. Consideration: Payment terms, royalties, or other consideration for the license
8. Licensee Obligations: Core obligations and responsibilities of the licensee
9. Licensor Obligations: Core obligations and responsibilities of the licensor
10. Intellectual Property Rights: Ownership and protection of intellectual property
11. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement
12. Limitation of Liability: Limitations on parties' liability and indemnification provisions
13. Dispute Resolution: Procedures for handling disputes, including governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Quality Control: Requirements for maintaining quality standards - include when licensing trademarks or branded products
2. Technical Requirements: Technical specifications and standards - include for software or technology licenses
3. Maintenance and Support: Terms for ongoing support - include for software or technical licenses
4. Sub-licensing Rights: Terms for sub-licensing - include if sub-licensing is permitted
5. Export Control: Export control provisions - include for international licenses or controlled technologies
6. Data Protection: Data protection and privacy provisions - include when personal data is involved
7. Source Code Escrow: Source code escrow arrangements - include for critical software licenses
8. Training and Implementation: Terms for training and implementation support - include for complex technical licenses
1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property or technology
2. Schedule 2 - Payment Terms: Detailed payment structure, including royalty calculations if applicable
3. Schedule 3 - Technical Specifications: Technical requirements and specifications of the licensed property
4. Schedule 4 - Service Levels: Service level requirements and metrics, if applicable
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees, if applicable
6. Appendix A - Form of Reports: Templates for required reports or notifications
7. Appendix B - Quality Standards: Detailed quality control requirements and standards
8. Appendix C - Contact Details: Key contact information for both parties
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Field of Use
Force Majeure Event
Intellectual Property Rights
Licensed Property
Licensed Rights
License Fee
Improvements
Implementation Period
Know-How
Licensed Territory
Maintenance Services
Net Sales
Notice
Patents
Permitted Use
Quality Standards
Regulatory Approvals
Royalties
Service Levels
Specifications
Sub-licensee
Support Services
Technical Information
Term
Third Party
Trade Marks
Updates
Working Day
Irrevocability
Payment and Royalties
Intellectual Property Rights
Territory and Scope
Quality Control
Technical Requirements
Confidentiality
Warranties and Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment and Sub-licensing
Regulatory Compliance
Record Keeping
Audit Rights
Technical Support
Implementation
Training
Reports and Notices
Dispute Resolution
Governing Law
Severability
Entire Agreement
Data Protection
Export Control
Anti-Corruption
Competition Law Compliance
Maintenance and Support
Source Code Escrow
Technology & Software
Manufacturing
Pharmaceuticals & Healthcare
Media & Entertainment
Telecommunications
Research & Development
Biotechnology
Energy
Financial Services
Education
Legal
Intellectual Property
Commercial
Technology
Finance
Compliance
Research & Development
Operations
Business Development
Product Management
Legal Counsel
Intellectual Property Manager
Commercial Director
Chief Technology Officer
Licensing Manager
Business Development Manager
Contract Manager
Compliance Officer
Chief Financial Officer
Research & Development Director
Technical Director
Innovation Manager
Product Manager
Operations Director
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