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1. Parties: Identifies and provides full legal details of all parties entering into the cross-license agreement
2. Background: Sets out the context of the agreement, including each party's ownership of relevant intellectual property and their desire to enter into a cross-licensing arrangement
3. Definitions: Defines key terms used throughout the agreement, including technical terms, intellectual property definitions, and other important concepts
4. Grant of License: Details the specific rights being granted by each party to the other, including scope, territory, and field of use
5. License Restrictions: Specifies limitations and restrictions on the use of licensed intellectual property
6. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
7. Intellectual Property Ownership: Confirms ongoing ownership rights and any improvements or developments
8. Confidentiality: Sets out obligations regarding confidential information exchanged under the agreement
9. Warranties and Representations: Contains warranties about IP ownership, right to license, and non-infringement
10. Indemnification: Details mutual indemnification obligations for IP infringement claims
11. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and sets jurisdiction for disputes
12. General Provisions: Includes standard boilerplate clauses such as force majeure, assignment, and entire agreement
1. Royalties and Payments: Include when the cross-license involves monetary compensation or royalty payments
2. Quality Control: Include when licensed IP includes trademarks or requires maintaining certain quality standards
3. Audit Rights: Include when there are royalty payments or need to verify compliance with usage terms
4. Sub-licensing Rights: Include when parties may need to grant sub-licenses to affiliates or third parties
5. Performance Obligations: Include when parties have specific performance requirements or milestones
6. Export Control: Include when licensed technology is subject to export control regulations
7. Source Code Escrow: Include when software is involved and source code escrow is required
8. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over court proceedings
1. Schedule 1 - Licensed Patents: Detailed list of patents being licensed by each party
2. Schedule 2 - Licensed Trademarks: Detailed list of trademarks being licensed by each party
3. Schedule 3 - Licensed Copyright Works: Detailed list of copyright works being licensed by each party
4. Schedule 4 - Technical Specifications: Technical details and specifications of licensed technology
5. Schedule 5 - Quality Standards: Quality control requirements and standards if applicable
6. Schedule 6 - Royalty Calculations: Detailed methodology for calculating any royalties if applicable
7. Appendix A - Approved Use Cases: Specific approved uses of the licensed intellectual property
8. Appendix B - Compliance Requirements: Detailed compliance requirements and procedures
Agreement
Background IP
Commencement Date
Confidential Information
Derivative Works
Effective Date
Field of Use
Foreground IP
Improvements
Intellectual Property Rights
Licensed Patents
Licensed Products
Licensed Technology
Licensed Trademarks
Licensed Works
Licensee
Licensor
Net Sales
Patent Rights
Patents
Permitted Purpose
Related Company
Royalty Period
Source Code
Specifications
Technical Documentation
Technical Information
Term
Territory
Third Party
Trade Secrets
Updates
Use
Working Day
License Restrictions
Reciprocal Rights
Intellectual Property Rights
Ownership
Technical Implementation
Quality Control
Confidentiality
Term and Termination
Warranties
Representations
Indemnification
Liability
Force Majeure
Assignment
Sub-licensing
Improvements
Regulatory Compliance
Competition Law Compliance
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
Costs
No Partnership
Boilerplate
Technology
Manufacturing
Telecommunications
Software Development
Biotechnology
Semiconductor
Automotive
Electronics
Research & Development
Pharmaceuticals
Medical Devices
Clean Technology
Artificial Intelligence
Internet of Things
Legal
Intellectual Property
Research & Development
Innovation
Business Development
Technology Transfer
Corporate Development
Product Development
Patent Operations
Licensing Operations
Chief Legal Officer
Intellectual Property Counsel
Patent Attorney
Legal Director
Chief Technology Officer
Research & Development Director
Head of Innovation
Licensing Manager
Business Development Director
Chief Executive Officer
Intellectual Property Manager
Technology Transfer Officer
General Counsel
Commercial Lawyer
Innovation Manager
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