The License Back Agreement is commonly used in situations where intellectual property rights are being transferred but the original owner needs to retain certain usage rights. This typically occurs in corporate restructuring, joint ventures, university spin-offs, or technology transfer scenarios. The agreement, governed by Dutch law, must comply with both Dutch civil code and EU regulations, particularly regarding competition law and IP rights. A License Back Agreement specifically addresses the scope of retained rights, any territorial or field-of-use restrictions, payment terms, and quality control measures. It's essential in scenarios where ongoing collaboration between the original IP owner and the new owner is necessary, or where the original owner needs to continue their operations using the transferred IP.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including reference to the original IP transfer or assignment
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted back, including any field of use restrictions
5. License Fees: Financial terms of the license, including any royalties or one-time payments
6. Term and Termination: Duration of the license and circumstances under which it can be terminated
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information shared under the agreement
9. Warranties and Representations: Standard warranties regarding ownership and right to license
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
12. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Sublicensing Rights: Include when the licensee needs the right to grant sublicenses to third parties
2. Improvements: Include when the agreement covers future improvements to the licensed IP
3. Technology Transfer: Include when technical assistance or know-how transfer is required
4. Quality Control: Include when the license involves trademarks or quality-sensitive products
5. Territory Restrictions: Include when the license is limited to specific geographic regions
6. Export Control: Include when the licensed technology is subject to export control regulations
7. Source Code Escrow: Include when the license involves software and source code access is required
8. Performance Obligations: Include when minimum performance or commercialization requirements apply
1. Licensed IP: Detailed description of the intellectual property being licensed back
2. Technical Specifications: Technical details and requirements for the licensed technology
3. Royalty Calculations: Detailed methodology for calculating any royalty payments
4. Approved Sublicensees: List of pre-approved sublicensees, if applicable
5. Territory Definition: Detailed description of licensed territories and any excluded regions
6. Quality Standards: Specific quality requirements and testing procedures
7. Support Services: Details of any technical support or maintenance services
8. Contact Details: Key contacts and notice details for both parties
Relevant legal definitions
Agreement
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Initial Term
Intellectual Property Rights
Know-How
License
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Original Assignment Agreement
Original IP Owner
Parent Company
Patents
Permitted Purpose
Quarter
Royalties
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Year
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Initial Term
Intellectual Property Rights
Know-How
License
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Original Assignment Agreement
Original IP Owner
Parent Company
Patents
Permitted Purpose
Quarter
Royalties
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Year
Clauses
Grant of License
Consideration
Intellectual Property Rights
Scope of License
Territory
Sublicensing
Term and Duration
Termination
Confidentiality
Warranties
Representations
Indemnification
Liability
Quality Control
Technical Support
Improvements
Record Keeping
Audit Rights
Assignment
Competition Law Compliance
Export Control
Force Majeure
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Third Party Rights
Further Assurance
Costs
Waiver
Counterparts
Consideration
Intellectual Property Rights
Scope of License
Territory
Sublicensing
Term and Duration
Termination
Confidentiality
Warranties
Representations
Indemnification
Liability
Quality Control
Technical Support
Improvements
Record Keeping
Audit Rights
Assignment
Competition Law Compliance
Export Control
Force Majeure
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Third Party Rights
Further Assurance
Costs
Waiver
Counterparts
Relevant Industries
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Research & Development
Telecommunications
Electronics
Automotive
Consumer Products
Medical Devices
Aerospace
Chemical Industry
Relevant Teams
Legal
Intellectual Property
Research and Development
Technology Transfer
Business Development
Innovation
Corporate Development
Licensing
Commercial
Patents
Scientific Affairs
Relevant Roles
Legal Counsel
IP Manager
Technology Transfer Officer
Research Director
Chief Technology Officer
Licensing Manager
Patent Attorney
Business Development Manager
Innovation Manager
General Counsel
Contract Manager
R&D Director
Commercial Director
Chief Scientific Officer
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