The Royalty Non-Exclusive License agreement is essential for businesses seeking to monetize their intellectual property while maintaining flexibility in their licensing strategy under Dutch law. This document is particularly useful when the IP owner wishes to generate revenue through multiple licensing arrangements while retaining control over their intellectual property. The agreement covers crucial elements including detailed royalty calculations, payment terms, quality control measures, and compliance with Dutch and EU regulations. It is commonly used in technology transfers, brand licensing, patent licensing, and similar arrangements where the Licensor wants to maintain the right to license the same IP to multiple parties. The document includes provisions for reporting, audit rights, and quality control, ensuring proper monitoring of the Licensee's activities while complying with Dutch legal requirements.
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1. Parties: Identification and details of the Licensor and Licensee, including registration numbers and addresses
2. Background: Context of the agreement, description of the intellectual property being licensed, and parties' objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the non-exclusive license, permitted uses, and any territorial restrictions
5. Royalty Payments: Payment terms, calculation method, payment frequency, and reporting requirements
6. Records and Audit Rights: Licensee's obligation to maintain records and Licensor's audit rights
7. Quality Control: Standards for using the licensed IP and quality maintenance requirements
8. Intellectual Property Ownership: Confirmation of Licensor's ownership and handling of improvements or modifications
9. Representations and Warranties: Parties' assertions regarding IP ownership, right to license, and other material facts
10. Term and Termination: Duration of the agreement and circumstances allowing termination
11. Post-Termination Obligations: Parties' obligations after agreement termination
12. Confidentiality: Protection of confidential information exchanged during the license relationship
13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for dispute resolution
14. General Provisions: Standard clauses including notices, assignment, and amendment procedures
1. Sublicensing Rights: Include when Licensee is permitted to sublicense the intellectual property to third parties
2. Minimum Royalty Guarantees: Include when there are minimum royalty payment requirements
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Technical Support: Include when Licensor provides technical support or maintenance services
5. Export Control: Include for international licensing arrangements subject to export regulations
6. Source Code Escrow: Include for software licenses where source code access may be required
7. Insurance Requirements: Include when specific insurance coverage is required for licensed activities
8. Competition Compliance: Include when specific competition law compliance measures are needed
1. Schedule 1 - Licensed Intellectual Property: Detailed description of the licensed IP, including registration numbers and specifications
2. Schedule 2 - Royalty Calculation Method: Detailed formula and examples for calculating royalty payments
3. Schedule 3 - Reporting Template: Standard format for regular royalty reports
4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Approved Use Guidelines: Guidelines for proper use of the licensed IP
6. Appendix A - Contact Details: Key contact persons for various aspects of the agreement
7. Appendix B - Technical Specifications: Technical details and requirements for implementation
Relevant legal definitions
Agreement
Affiliate
Applicable Law
Commencement Date
Confidential Information
Effective Date
Force Majeure
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Property
Licensed Technology
Licensed Territory
Net Sales
Patent Rights
Permitted Use
Quality Standards
Renewal Term
Reporting Period
Royalty Rate
Royalty Period
Royalty Report
Technical Documentation
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Background IP
Derivative Works
Export Laws
Field of Use
Know-How
Minimum Royalty
Quarter
Related Parties
Subsidiary
Technical Specifications
Territory
Valid Claim
Affiliate
Applicable Law
Commencement Date
Confidential Information
Effective Date
Force Majeure
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Property
Licensed Technology
Licensed Territory
Net Sales
Patent Rights
Permitted Use
Quality Standards
Renewal Term
Reporting Period
Royalty Rate
Royalty Period
Royalty Report
Technical Documentation
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Background IP
Derivative Works
Export Laws
Field of Use
Know-How
Minimum Royalty
Quarter
Related Parties
Subsidiary
Technical Specifications
Territory
Valid Claim
Clauses
Interpretations and Definitions
Grant of License
Scope of License
Territory
Exclusivity
Intellectual Property Rights
Royalty Payments
Payment Terms
Audit Rights
Quality Control
Technical Support
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Duration
Termination
Force Majeure
Assignment
Sublicensing
Competition Law Compliance
Export Control
Governing Law
Dispute Resolution
Notice
Amendment
Severability
Entire Agreement
Third Party Rights
Records and Reporting
Product Marking
Marketing and Promotion
Insurance
Further Assurance
Grant of License
Scope of License
Territory
Exclusivity
Intellectual Property Rights
Royalty Payments
Payment Terms
Audit Rights
Quality Control
Technical Support
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Duration
Termination
Force Majeure
Assignment
Sublicensing
Competition Law Compliance
Export Control
Governing Law
Dispute Resolution
Notice
Amendment
Severability
Entire Agreement
Third Party Rights
Records and Reporting
Product Marking
Marketing and Promotion
Insurance
Further Assurance
Relevant Industries
Technology and Software
Manufacturing
Pharmaceuticals and Biotechnology
Media and Entertainment
Consumer Goods
Telecommunications
Research and Development
Fashion and Luxury Goods
Automotive
Clean Technology
Healthcare
Educational and Academic Institutions
Relevant Teams
Legal
Intellectual Property
Finance
Business Development
Research and Development
Product Development
Quality Assurance
Compliance
Commercial Operations
Technology Transfer
Contract Administration
Relevant Roles
Intellectual Property Manager
Licensing Director
Legal Counsel
Commercial Director
Chief Technology Officer
Business Development Manager
Finance Director
Compliance Officer
Contract Manager
Product Development Manager
Research Director
Innovation Manager
Quality Assurance Manager
Technology Transfer Officer
Chief Financial Officer
Chief Legal Officer
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