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1. Parties: Identifies and defines the licensor and licensee with full legal names and addresses
2. Background: Sets out the context of the agreement, ownership of the IP, and purpose of the license
3. Definitions: Defines key terms used throughout the agreement, including specific IP definitions
4. Grant of License: Specifies the exact rights being granted, including type (exclusive/non-exclusive), scope, and field of use
5. License Fee and Payment Terms: Details the financial terms, including royalties, payment schedule, and calculation methods
6. Protection of IP Rights: Outlines measures to protect the licensed IP, including confidentiality and security requirements
7. Quality Control: Establishes standards for use of the IP and licensor's right to monitor compliance
8. Representations and Warranties: States parties' warranties, particularly regarding IP ownership and right to license
9. Term and Termination: Specifies duration of the license and circumstances for termination
10. Post-Termination Obligations: Details obligations after agreement ends, including return of materials and continuing confidentiality
11. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Development Rights: Include when licensee has right to modify or develop the IP
2. Sub-licensing Rights: Include when licensee is permitted to sub-license the IP to third parties
3. Territory Restrictions: Include when license is limited to specific geographic regions
4. Performance Obligations: Include when licensee must meet specific performance targets
5. Marketing and Promotion: Include when agreement involves trademark usage or marketing requirements
6. Improvements: Include when dealing with future improvements to the IP
7. Source Code Escrow: Include for software licenses where source code protection is needed
8. Export Control: Include when IP transfer might be subject to export regulations
9. Data Protection: Include when license involves processing of personal data
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and requirements for using the licensed IP
3. Schedule 3 - Royalty Calculations: Detailed methodology for calculating royalties and payments
4. Schedule 4 - Quality Control Standards: Specific quality standards and compliance requirements
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule 6 - Territory Definition: Detailed description of licensed territories if geographically restricted
7. Appendix A - Usage Guidelines: Guidelines for proper use of the licensed IP
8. Appendix B - Reporting Templates: Standard forms for required reporting under the agreement
Background IP
Business Day
Commencement Date
Confidential Information
Derivative Works
Documentation
Effective Date
Field of Use
Improvements
Intellectual Property Rights
Know-How
License
Licensed IP
Licensed Products
Licensed Technology
Licensee
Licensor
Net Sales
Patents
Permitted Purpose
Proprietary Rights
Quarter
Royalties
Specifications
Sub-license
Technical Information
Term
Territory
Trade Marks
Trade Secrets
Year
Authorized Users
Competitors
Quality Standards
Related Companies
Reporting Period
Source Code
Support Services
Third Party
Updates
Grant of License
License Restrictions
License Fee
Royalties
Payment Terms
Quality Control
Performance Obligations
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Representations
Indemnification
Liability
Insurance
Term
Termination
Force Majeure
Assignment
Sub-licensing
Territory
Non-Competition
Audit Rights
Reporting Requirements
Technical Support
Maintenance
Documentation
Improvements
Research and Development
Marketing
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Compliance with Laws
Export Control
Anti-Corruption
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Research and Development
Education
Media and Entertainment
Consumer Goods
Healthcare
Agricultural Technology
Engineering
Creative Industries
Telecommunications
Legal
Intellectual Property
Research and Development
Commercial
Business Development
Technology Transfer
Innovation
Contracts
Corporate Development
Product Development
Licensing
Patents
Legal Counsel
IP Manager
Commercial Director
Chief Technology Officer
Research Director
Business Development Manager
Licensing Manager
Patent Attorney
Innovation Manager
R&D Manager
Chief Executive Officer
Technology Transfer Officer
Commercialization Manager
Contract Manager
Head of Legal
Chief Legal Officer
Chief IP Officer
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