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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and description of the subject matter being licensed
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Detailed description of the rights being granted and explicit statement of irrevocability
5. Scope of License: Specific parameters of the license including territory, field of use, and any restrictions
6. License Fee: Payment terms, including any ongoing royalties or one-time payments
7. Intellectual Property Rights: Confirmation of ownership and protection of underlying IP rights
8. Representations and Warranties: Statements regarding ownership, right to license, and quality of licensed material
9. Indemnification: Obligations to defend and compensate for third-party claims
10. Maintenance and Support: Obligations regarding ongoing maintenance or support of licensed material
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. Entire Agreement: Integration clause confirming this document represents the complete agreement
1. Quality Control: Required when the license involves trademarks or branding requirements
2. Sublicensing Rights: Include when licensee is permitted to sublicense to third parties
3. Improvements: Include when dealing with technology that may be improved upon during the license term
4. Export Control: Required when licensed material may be subject to export regulations
5. Source Code Escrow: Include for software licenses where source code access may be needed
6. Data Protection: Required when the licensed material involves processing personal data
7. Competition Law Compliance: Include when license contains territorial or usage restrictions
8. Assignment: Include when transfer rights need to be specifically addressed
1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Performance standards and metrics for maintenance and support
5. Appendix A - Approved Form of Use: Guidelines for how licensed material may be used
6. Appendix B - Quality Control Standards: Specific standards and requirements for quality maintenance
7. Appendix C - Reporting Requirements: Templates and schedules for required reporting
Effective Date
Licensed Material
Licensed Rights
Licensed Territory
Licensed Field of Use
Intellectual Property Rights
Improvements
License Fee
Net Sales
Confidential Information
Commercial Exploitation
Technical Documentation
Quality Standards
Approved Use
Background IP
Derivative Works
Implementation Date
Maintenance Services
Permitted Purpose
Related Entities
Specifications
Support Services
Technical Information
Third Party Components
Working Day
Force Majeure Event
Gross Negligence
Intellectual Property Claims
Know-How
Licensed Products
Patent Rights
Regulatory Approvals
Royalty Period
Source Code
Trade Secrets
User Documentation
Definitions
License Grant
Irrevocability
Payment
Intellectual Property
Confidentiality
Warranties
Indemnification
Quality Control
Technical Support
Maintenance
Regulatory Compliance
Record Keeping
Audit Rights
Export Control
Data Protection
Force Majeure
Assignment
Competition Law
Dispute Resolution
Governing Law
Notices
Severability
Interpretation
Entire Agreement
Technology & Software
Intellectual Property
Manufacturing
Pharmaceuticals & Life Sciences
Media & Entertainment
Telecommunications
Research & Development
Biotechnology
Industrial Design
Consumer Products
Legal
Intellectual Property
Research & Development
Business Development
Operations
Compliance
Technology Transfer
Innovation
Commercial
Patents
Licensing
General Counsel
IP Counsel
Licensing Manager
Legal Director
Contract Manager
Chief Technology Officer
Head of Research & Development
Business Development Director
Chief Operating Officer
Compliance Officer
Technology Transfer Manager
Innovation Director
Commercial Director
Patent Attorney
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