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Technical License Agreement
"I need a Technical License Agreement for licensing our proprietary software automation technology to a Philippine manufacturing company, with exclusive rights in the ASEAN region and including provisions for technical support and quarterly royalty payments."
1. Parties: Identification of the Licensor and Licensee, including complete legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the technology, and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of technical terms, licensed technology, territory, and other key terms used in the agreement
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use
5. Technical Information and Support: Details of technical documentation, know-how, and support services to be provided
6. Technology Transfer Process: Steps and timeline for implementing the technology transfer
7. License Fees and Royalties: Payment terms, calculation of royalties, payment schedules, and audit rights
8. Intellectual Property Rights: Ownership of IP, improvements, and derivative works
9. Confidentiality: Protection of confidential information and trade secrets
10. Quality Control: Quality standards, inspection rights, and compliance requirements
11. Warranties and Representations: Warranties regarding IP ownership, right to license, and technology performance
12. Term and Termination: Duration, renewal terms, and termination rights
13. Post-Termination Obligations: Rights and obligations that survive termination
14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
1. Manufacturing Rights: Include when the license includes rights to manufacture products using the technology
2. Export Restrictions: Include when there are territorial restrictions or export control requirements
3. Sub-licensing Rights: Include when the licensee is permitted to sub-license the technology
4. Competition Compliance: Include when there are specific competition law considerations
5. Government Approvals: Include when specific government registrations or approvals are required
6. Source Code Escrow: Include when the technology includes software components
7. Training Provisions: Include when specific training requirements are part of the technology transfer
1. Schedule 1 - Licensed Technology: Detailed technical specifications and description of the licensed technology
2. Schedule 2 - Technical Documentation: List of all technical documents, manuals, and specifications to be provided
3. Schedule 3 - Implementation Plan: Timeline and milestones for technology transfer implementation
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and other fees
5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures
6. Schedule 6 - Support Services: Details of technical support and maintenance services
7. Appendix A - Required Government Registrations: List of necessary registrations and compliance requirements
8. Appendix B - Training Program: Details of any required training programs and materials
Authors
Technical Documentation
Technical Information
Know-How
Patent Rights
Intellectual Property Rights
Territory
Effective Date
Commencement Date
Term
Technical Specifications
Improvements
Derivative Works
Confidential Information
Licensed Products
Technical Support Services
Implementation Period
Quality Standards
Technology Transfer
Royalties
Net Sales
Field of Use
Background IP
Foreground IP
Technical Assistance
Trade Secrets
Technical Personnel
Training Period
Commercial Production
Technical Requirements
Licensed Process
Technical Data
Regulatory Approvals
Performance Standards
Technology Access Fee
Technical Modifications
Implementation Plan
Technical Milestones
Acceptance Criteria
Technical Parameters
Source Code
Object Code
Documentation Package
Quality Control Procedures
Technical Support Hours
Maintenance Services
Technical Upgrades
Technology Enhancement
Escrow Materials
Technical Compliance
Sub-license
Technology Transfer Office
Technical Advisory Committee
Grant of License
Scope of License
Territory
Technical Support
Technology Transfer
Implementation
License Fees
Royalty Payments
Payment Terms
Intellectual Property Rights
Confidentiality
Trade Secrets
Quality Control
Technical Standards
Training
Technical Documentation
Maintenance
Improvements
Sub-licensing
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term
Termination
Assignment
Regulatory Compliance
Export Control
Government Approvals
Dispute Resolution
Governing Law
Audit Rights
Performance Requirements
Technical Assistance
Source Code Escrow
Non-Competition
Records and Reports
Insurance
Notices
Entire Agreement
Amendment
Severability
Waiver
Counterparts
Information Technology
Manufacturing
Biotechnology
Pharmaceutical
Telecommunications
Automotive
Electronics
Energy
Agricultural Technology
Chemical Industry
Software Development
Healthcare Technology
Industrial Automation
Research and Development
Environmental Technology
Legal
Intellectual Property
Research and Development
Technical Operations
Business Development
Compliance
Technology Transfer
Innovation
Commercial
Engineering
Product Development
Quality Assurance
Regulatory Affairs
Chief Technology Officer
Intellectual Property Counsel
Technology Transfer Manager
Research and Development Director
Legal Counsel
Licensing Manager
Technical Director
Innovation Manager
Commercial Director
Chief Legal Officer
Patent Attorney
Technology Development Manager
Business Development Executive
Compliance Officer
Technical Operations Manager
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