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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement including brief description of the licensed property and purpose
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of license, including type (exclusive/non-exclusive), territory, and permitted uses
5. License Fees and Payment Terms: Detailed payment terms, royalties, and payment mechanisms
6. Intellectual Property Rights: Ownership and protection of IP rights, including improvements and modifications
7. Obligations of the Licensor: Licensor's duties including delivery, maintenance, and support
8. Obligations of the Licensee: Licensee's responsibilities including usage restrictions and reporting requirements
9. Quality Control: Standards maintenance and quality assurance requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration, renewal, and termination provisions
12. Post-Termination Obligations: Rights and obligations after agreement ends
13. Warranties and Indemnities: Representations, warranties, and indemnification provisions
14. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Sub-licensing Rights: Include when licensee is permitted to sub-license rights to third parties
2. Territory Restrictions: Detailed geographic restrictions when license is territory-specific
3. Export Control: Include for international licensing arrangements with export considerations
4. Source Code Escrow: For software licenses where source code protection is required
5. Training and Support: When ongoing technical support and training are part of the agreement
6. Data Protection: When personal data processing is involved in the licensed activities
7. Insurance Requirements: When specific insurance coverage is required for licensed activities
8. Competition Compliance: Specific provisions ensuring compliance with competition laws
9. Change Control: For agreements requiring formal processes for changes to licensed materials
1. Schedule 1 - Licensed Property: Detailed description of all licensed intellectual property
2. Schedule 2 - Technical Specifications: Technical details and requirements of licensed property
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Performance standards and service level requirements
5. Schedule 5 - Quality Standards: Specific quality control requirements and processes
6. Schedule 6 - Approved Sub-licensees: List of approved sub-licensees if applicable
7. Schedule 7 - Territory Description: Detailed description of licensed territories
8. Schedule 8 - Reporting Requirements: Forms and schedules for required reporting
9. Appendix A - Brand Guidelines: Guidelines for use of licensed brands and trademarks
10. Appendix B - Support Procedures: Procedures for technical support and maintenance
Agreement
Approved Purpose
Authorized Users
Background IP
Business Day
Commencement Date
Confidential Information
Control
Documentation
Effective Date
Foreground IP
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
License
License Fees
Licensed Materials
Licensed Products
Licensed Property
Licensed Technology
Licensee
Licensor
Losses
Maintenance Services
Material Breach
Modification
Net Sales
Notice
Parent Company
Party/Parties
Payment Terms
Permitted Use
Quality Standards
Quarter
Renewal Term
Royalties
Service Levels
Specifications
Sub-license
Support Services
Term
Territory
Third Party
Trade Marks
Updates
Working Hours
Grant of License
License Restrictions
Territory Rights
Sub-licensing
Intellectual Property Rights
Payment Terms
Royalties
Quality Control
Performance Standards
Technical Support
Maintenance
Training
Documentation
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Duration
Termination
Post-Termination
Assignment
Change of Control
Audit Rights
Compliance
Anti-corruption
Export Control
Competition Law
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Force Majeure
Relationship of Parties
Technology
Software
Manufacturing
Pharmaceuticals
Telecommunications
Automotive
Consumer Goods
Entertainment
Media
Fashion
Biotechnology
Electronics
Industrial Equipment
Agricultural Technology
Energy
Legal
Intellectual Property
Commercial
Business Development
Finance
Compliance
Technology
Operations
Research and Development
Product Management
Strategic Planning
Risk Management
Chief Legal Officer
Head of Licensing
Intellectual Property Manager
Commercial Director
Business Development Manager
Legal Counsel
Contracts Manager
Compliance Officer
Chief Technology Officer
Chief Financial Officer
IP Rights Manager
Partnership Director
Technology Transfer Manager
General Counsel
Operations Director
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