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1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including brief description of parties' patent portfolios and business relationship
3. Definitions: Detailed definitions of key terms including 'Licensed Patents', 'Technical Field', 'Subsidiary', 'Net Sales', and other relevant terms
4. Grant of License: Mutual patent license grants, including scope, territory, and field of use restrictions
5. License Restrictions: Specific limitations on the license grants, including any excluded patents or applications
6. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
7. Representations and Warranties: Mutual assurances regarding patent ownership, right to license, and non-infringement
8. Confidentiality: Obligations regarding confidential information exchanged under the agreement
9. Consideration: Financial terms including any royalties, payments, or cross-licensing arrangements
10. Reporting and Auditing: Requirements for reporting licensed activity and provisions for auditing compliance
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for dispute resolution
1. Sublicensing Rights: Include when parties wish to permit licensing to subsidiaries or third parties
2. Most Favored Nation: Include when parties want assurance of receiving best available licensing terms
3. Patent Prosecution and Maintenance: Include when specifying obligations regarding maintaining licensed patents
4. Patent Marking: Include when products need to be marked with patent numbers
5. Technology Transfer: Include when technical assistance or know-how transfer is part of the agreement
6. Change of Control: Include when special provisions apply in case of corporate ownership changes
7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over court proceedings
8. Export Control: Include when licensed technology is subject to export control regulations
1. Schedule A - Licensed Patents: Comprehensive list of patents and patent applications covered by the agreement
2. Schedule B - Technical Field Definitions: Detailed definitions and descriptions of technical fields covered by the license
3. Schedule C - Excluded Products: List of specific products or applications excluded from the license scope
4. Schedule D - Royalty Calculation Methods: Detailed methodology for calculating any applicable royalties
5. Schedule E - Reporting Templates: Standard forms for periodic reporting of licensed activities
6. Appendix 1 - Affiliate Companies: List of affiliated companies covered by the agreement
7. Appendix 2 - Existing Third Party Agreements: List of pre-existing agreements that may affect the license terms
Agreement
Background Patents
Confidential Information
Effective Date
Field of Use
Future Patents
Improvements
Licensed Patents
Licensed Products
Licensed Technology
Net Sales
Patent Applications
Patent Rights
Patents
Prosecution
Subsidiary
Technical Field
Technical Information
Territory
Third Party
Valid Claim
Have Made Rights
Implementation
Intellectual Property Rights
Know-How
Licensed Field
Maintenance Fees
Patent Families
Related Patents
Royalty Period
Standard Essential Patents
Sublicense
Term
Trade Secrets
License Restrictions
Sublicensing
Royalties and Payments
Confidentiality
Representations and Warranties
Patent Prosecution
Patent Maintenance
Technology Transfer
Patent Marking
Reporting and Auditing
Term and Termination
Assignment
Force Majeure
Governing Law
Dispute Resolution
Non-Competition
Most Favored Nation
Export Control
Change of Control
Indemnification
Insurance
Notice
Amendment
Severability
Entire Agreement
Survival
Waiver
Competition Law Compliance
Third Party Rights
Technology
Telecommunications
Electronics
Automotive
Manufacturing
Semiconductor
Pharmaceutical
Biotechnology
Medical Devices
Industrial Equipment
Consumer Electronics
Software Development
Legal
Intellectual Property
Research & Development
Business Development
Technology Transfer
Patents
Innovation
Corporate Development
Licensing
Technical Operations
Chief Technology Officer
Head of Intellectual Property
Patent Attorney
Legal Counsel
IP Strategy Director
Technology Licensing Manager
R&D Director
Chief Legal Officer
IP Portfolio Manager
Business Development Director
Innovation Manager
Patent Engineer
Technology Transfer Officer
General Counsel
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