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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and exclusivity
5. Term and Termination: Details the duration of the license and circumstances for termination
6. License Fees: Outlines the payment terms, amounts, and payment schedule
7. Use of Licensed Property: Specifies permitted uses and restrictions on the licensed property
8. Intellectual Property Rights: Confirms ownership and protection of intellectual property
9. Warranties and Representations: States the parties' warranties regarding the license and licensed property
10. Liability and Indemnification: Sets out liability limitations and indemnification obligations
11. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Required when the license involves branding or quality standards that must be maintained
2. Sublicensing Rights: Include when sublicensing is permitted or specifically prohibited
3. Reporting Requirements: Used when licensee must provide regular reports on usage or sales
4. Improvement Rights: Necessary when dealing with technology licenses where improvements may be developed
5. Export Control: Include when licensed property may be subject to export restrictions
6. Source Code Escrow: Required for software licenses where source code protection is needed
7. Training and Support: Include when the license includes ongoing support or training obligations
1. Schedule 1 - Licensed Property: Detailed description of the property being licensed, including technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications or requirements for using the licensed property
4. Schedule 4 - Service Levels: Performance standards and service levels if applicable
5. Appendix A - Approved Use Examples: Examples of approved uses of the licensed property
6. Appendix B - Territory Map: If territorial restrictions apply, defines the geographic boundaries
Business Day
Commencement Date
Confidential Information
Effective Date
Expiry Date
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
License
License Fee
Licensed Property
Licensed Territory
Licensee
Licensor
Modifications
Parties
Permitted Purpose
Permitted Use
Renewal Term
Representatives
Royalty
Specifications
Term
Third Party
Trade Marks
Working Hours
Grant of License
License Scope
Territory
Term and Duration
Fees and Payment
Royalties
Use Restrictions
Quality Control
Intellectual Property Rights
Confidentiality
Warranties
Representations
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Force Majeure
Assignment
Termination
Consequences of Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Variation
Waiver
Relationship of Parties
Costs
Further Assurance
Counterparts
Survival
Technology
Software
Media and Entertainment
Manufacturing
Retail
Professional Services
Education
Healthcare
Biotechnology
Research and Development
Creative Industries
Telecommunications
Legal
Commercial
Business Development
Intellectual Property
Compliance
Operations
Risk Management
Product Development
Information Technology
Finance
Legal Counsel
Licensing Manager
Intellectual Property Manager
Commercial Director
Business Development Manager
Contract Administrator
Chief Technology Officer
Product Manager
Operations Manager
Compliance Officer
Risk Manager
General Counsel
CEO
Managing Director
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