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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Sets out the context of the agreement, including brief description of the licensed material and parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Grant of License: Specifies the exact rights being granted, emphasizing the non-exclusive nature and permitted uses
5. Term and Termination: Details the duration of the license and circumstances under which it can be terminated
6. License Fees and Payment Terms: Specifies the financial terms, including payment amounts, schedules, and methods
7. Intellectual Property Rights: Confirms ownership of IP and protects licensor's rights
8. Use Restrictions: Clearly defines what the licensee cannot do with the licensed material
9. Warranties and Representations: States the promises made by each party regarding their authority and the licensed material
10. Liability and Indemnification: Sets out the extent of parties' liability and indemnification obligations
11. Confidentiality: Protects confidential information exchanged during the license relationship
12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Required when licensed material must meet specific quality standards or requirements
2. Sub-licensing Rights: Include when licensee may need to sub-license the rights to third parties
3. Territory Restrictions: Necessary when the license is limited to specific geographic regions
4. Minimum Performance Requirements: Include when licensee must meet certain performance or sales targets
5. Audit Rights: Important when licensor needs right to audit licensee's use or revenue reporting
6. Source Code Escrow: For software licenses where source code access might be needed in specific circumstances
7. Marketing and Promotion: Include when specific marketing requirements or restrictions apply
8. Updates and Maintenance: Necessary for licenses involving software or technical material requiring ongoing updates
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or materials
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment structures
3. Schedule 3 - Technical Specifications: Technical details, formats, or specifications of the licensed material
4. Schedule 4 - Territory: Detailed description of geographic territories if applicable
5. Schedule 5 - Quality Standards: Specific quality control requirements and standards
6. Appendix A - Approved Use Cases: Examples and specifications of permitted uses of the licensed material
7. Appendix B - Reporting Templates: Standard forms for required periodic reporting
8. Appendix C - Brand Guidelines: Guidelines for using any associated branding or trademarks
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