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1. Parties: Identification of the head licensor, licensee (who is the sub-licensor), and sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the head licence and the authority to sub-license
3. Definitions: Key terms used throughout the agreement, including specific definitions from the head licence that need to be incorporated
4. Grant of Sub-Licence: Specific rights being sub-licensed, including scope, territory, and any restrictions
5. Term and Termination: Duration of the sub-licence, renewal provisions, and circumstances for termination
6. Payments: Sub-licence fees, royalties, payment terms, and reporting requirements
7. Sub-Licensee Obligations: Specific duties, quality control requirements, and performance standards
8. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
9. Warranties and Indemnities: Representations about the licensed rights and allocation of risks
10. Confidentiality: Protection of confidential information shared during the sub-licence relationship
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Detailed quality standards and inspection rights, necessary when sub-licensing involves manufacturing or service delivery
2. Marketing and Promotion: Rules for marketing the licensed products/services, needed when sub-licensee has marketing rights
3. Technology Transfer: Provisions for technical support and knowledge transfer, relevant for technical or software licenses
4. Export Controls: Required when the sub-licence involves international trade or restricted technologies
5. Data Protection: Necessary when the licensed activities involve personal data processing
6. Minimum Performance Requirements: Include when setting specific performance targets or minimum sales requirements
7. Anti-Corruption Compliance: Important for international sub-licenses or when dealing with government entities
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Territory: Definition of geographical areas where sub-licence rights may be exercised
3. Schedule 3 - Fees and Royalties: Detailed payment terms, calculation methods, and reporting requirements
4. Schedule 4 - Quality Standards: Specific quality requirements and compliance standards
5. Schedule 5 - Head Licence Terms: Relevant excerpts or summary of key head licence terms that affect the sub-licence
6. Appendix A - Approved Forms: Standard forms for reporting, quality control, or other required documentation
7. Appendix B - Brand Guidelines: If applicable, guidelines for using licensed trademarks or branding
Head Licence
Head Licensor
Licensed IP
Licensed Products
Licensed Rights
Licensed Territory
Licensee
Sub-Licensee
Commencement Date
Confidential Information
Effective Date
Fee
Force Majeure Event
Head Licence Terms
Intellectual Property Rights
Net Sales
Quality Standards
Reporting Period
Royalties
Term
Termination Date
Trade Marks
Working Day
Affiliate
Background IP
Improvements
Permitted Purpose
Related Company
Sub-Licensed Rights
Technical Information
GST
Grant of Sub-Licence
Term and Renewal
Fees and Royalties
Payment Terms
Quality Control
Sub-Licensee Obligations
Head Licence Compliance
Intellectual Property Rights
Confidentiality
Record Keeping
Audit Rights
Warranties
Indemnification
Limitation of Liability
Termination
Force Majeure
Assignment
Relationship of Parties
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variations
Severability
GST and Taxation
Further Assurance
Costs
Counterparts
Technology and Software
Manufacturing
Pharmaceuticals
Consumer Goods
Media and Entertainment
Telecommunications
Biotechnology
Retail
Automotive
Fashion and Apparel
Legal
Intellectual Property
Commercial
Business Development
Compliance
Operations
Licensing
Corporate Affairs
Risk Management
Finance
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Manager
Business Development Manager
Contracts Administrator
Chief Legal Officer
IP Rights Manager
Compliance Officer
Operations Director
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