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License Agreement
"I need a License Agreement for licensing our proprietary software to corporate clients in the Philippines, including provisions for technical support and updates, with the agreement term starting from March 1, 2025."
1. Parties: Identifies and provides details of the Licensor and Licensee, including their legal status and registered addresses
2. Background: Establishes context, describes the intellectual property being licensed, and confirms the Licensor's ownership/right to license
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Grant of License: Specifies the exact nature and scope of the license being granted (exclusive/non-exclusive, territory, field of use)
5. License Fees and Payment Terms: Details the financial terms, including royalties, payment schedule, and calculation methods
6. Licensor Obligations: Outlines the Licensor's responsibilities including technical support, updates, and maintenance if applicable
7. Licensee Obligations: Specifies the Licensee's duties, including usage restrictions, quality control, and reporting requirements
8. Intellectual Property Protection: Addresses IP protection, infringement handling, and ownership of improvements
9. Confidentiality: Ensures protection of confidential information exchanged during the license relationship
10. Term and Termination: Specifies duration, renewal options, and grounds for termination
11. Post-Termination Obligations: Details obligations and rights of parties after agreement ends
12. General Provisions: Standard clauses including governing law, notices, assignment, and entire agreement
1. Quality Control: Required when licensing trademarks or when product quality standards must be maintained
2. Sub-licensing Rights: Include when the Licensee is permitted to sub-license the IP to third parties
3. Performance Obligations: Include when minimum sales or usage targets are required
4. Technology Transfer: Required when technical knowledge or know-how transfer is part of the agreement
5. Export Control: Include when licensed technology or products are subject to export regulations
6. Improvements and New Developments: Include when parties anticipate developments or improvements to the licensed IP
7. Insurance: Include when specific insurance coverage is required for the licensed activities
8. Source Code Escrow: Include for software licenses where source code access might be necessary
1. Schedule 1 - Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers and jurisdictions
2. Schedule 2 - Technical Specifications: Technical details and specifications of the licensed technology or products
3. Schedule 3 - License Fees and Royalty Calculations: Detailed breakdown of payment terms, calculations, and examples
4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures if applicable
5. Schedule 5 - Support and Maintenance Terms: Details of technical support and maintenance services if provided
6. Appendix A - Approved Form of Royalty Report: Template for regular royalty reporting
7. Appendix B - Territory Definition: Detailed description of geographical areas covered by the license
Authors
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Delivery
Documentation
Effective Date
Foreground IP
Force Majeure Event
Government Authority
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Permitted Use
Quality Standards
Quarterly Period
Renewal Term
Royalties
Specifications
Sub-licensee
Technical Information
Term
Trademark
Trade Secrets
User Documentation
Working Day
Grant of License
Exclusivity
Territory
Sub-licensing
License Fees
Royalties
Payment Terms
Intellectual Property Rights
Quality Control
Technical Support
Maintenance
Performance Obligations
Representations and Warranties
Confidentiality
Data Protection
Record Keeping
Audit Rights
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Duration
Termination
Post-Termination
Assignment
Non-Competition
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendments
Technology Transfer
Export Control
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Entertainment
Media
Consumer Goods
Automotive
Electronics
Telecommunications
Research & Development
Education
Healthcare
Fashion & Retail
Food & Beverage
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Executive Leadership
Technology
Compliance
Finance
Product Development
Innovation
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research and Development Director
Commercial Director
Chief Executive Officer
Chief Legal Officer
Intellectual Property Counsel
Technology Transfer Officer
Contract Manager
Innovation Manager
Product Development Manager
Compliance Officer
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