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Intellectual Property Licence
"I need an Intellectual Property Licence agreement for an exclusive software license between my tech company based in Manila and a multinational corporation, with a five-year term starting March 1, 2025, including source code escrow provisions and specific quality control requirements."
1. Parties: Identification and details of the licensor and licensee, including their legal status and registered addresses
2. Background: Context of the agreement, brief description of the intellectual property, and the parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Grant of License: Specific rights being granted, scope of the license (exclusive/non-exclusive), territory, and field of use
5. Term and Duration: Period of the license, commencement date, and any renewal provisions
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Protection of IP Rights: Obligations regarding IP protection, maintenance of registrations, and handling of infringement
8. Quality Control: Standards for use of the IP and quality maintenance requirements
9. Confidentiality: Provisions for protecting confidential information shared during the license period
10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
11. Indemnification: Indemnification obligations of both parties regarding IP use and infringement
12. Termination: Grounds for termination, termination process, and post-termination obligations
13. General Provisions: Standard clauses including governing law, dispute resolution, and notices
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties
2. Improvements: Include when dealing with patents or technical IP where improvements may be developed
3. Source Code Escrow: Include for software licenses where source code protection is required
4. Export Control: Include when licensed IP may be subject to export control regulations
5. Marketing and Promotion: Include for trademark licenses or when specific marketing requirements exist
6. Technology Transfer: Include when technical training or support is part of the license arrangement
7. Moral Rights: Include for copyright licenses where moral rights are relevant
8. Competition Compliance: Include when license terms might raise competition law concerns
1. Schedule 1: Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers
2. Schedule 2: Technical Specifications: Technical details, specifications, or standards related to the licensed IP
3. Schedule 3: Quality Control Standards: Specific quality standards and testing procedures
4. Schedule 4: Royalty Calculations: Detailed methodology for calculating royalties and examples
5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A: Form of Royalty Report: Template for regular royalty reporting
7. Appendix B: Brand Guidelines: Guidelines for use of licensed trademarks or branding
8. Appendix C: Territory Map: Geographical definition of licensed territory if applicable
Authors
Agreement
Background IP
Commencement Date
Commercial Purpose
Confidential Information
Derivative Works
Documentation
Effective Date
Field of Use
Improvements
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patents
Permitted Purpose
Quality Standards
Royalties
Specifications
Sub-license
Technical Information
Term
Third Party
Trademarks
Trade Secrets
Use
Valid Claim
Working Day
Know-How
Moral Rights
Registration
Regulatory Approvals
Related Rights
Revenue
Technology Transfer
Grant of License
License Scope
Territory
Exclusivity
Sub-licensing
Term and Duration
Payment Terms
Royalties
Audit Rights
Quality Control
IP Protection
Confidentiality
Non-Disclosure
Warranties
Representations
Indemnification
Liability
Force Majeure
Technical Support
Maintenance
Technology Transfer
Improvements
Registration
Record Keeping
Reporting
Competition Compliance
Assignment
Termination
Post-Termination
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Further Assurance
Counterparts
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Fashion and Luxury Goods
Research and Development
Education
Telecommunications
Consumer Products
Industrial Design
Creative Industries
Gaming and Entertainment
Healthcare
Legal
Intellectual Property
Research and Development
Business Development
Commercial
Executive Leadership
Technology
Innovation
Compliance
Product Development
Licensing
Corporate Strategy
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Chief Technology Officer
Research and Development Director
Business Development Manager
Commercial Director
Chief Executive Officer
Technology Transfer Officer
Patent Attorney
Trademark Attorney
Contract Manager
Innovation Manager
Legal Counsel
Compliance Officer
Product Development Manager
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