The Intercompany License Agreement is essential when companies within the same corporate group need to formalize the use of intellectual property owned by one entity but used by another. This document is particularly crucial in the U.S. context for maintaining proper corporate separation, ensuring tax compliance, and protecting IP rights. It typically includes detailed provisions about the scope of the license, payment terms, quality control measures, and compliance with transfer pricing regulations. The agreement helps organizations maintain clear records of intercompany transactions while protecting their intellectual property assets.
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1. Parties: Identification of licensor and licensee entities, including registered addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope, nature, and territory of the license granted
5. Payment Terms: License fees, royalties, and payment schedules
6. Term and Termination: Duration of agreement and termination conditions
7. Intellectual Property Rights: Ownership and protection of IP
8. Confidentiality: Protection of confidential information exchanged between parties
9. Warranties and Representations: Statements of fact and promises made by each party
10. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
1. Quality Control: Standards for licensed products/services when licensing involves product manufacturing or service delivery
2. Sublicensing Rights: Terms for granting sublicenses when sublicensing may be permitted
3. Technology Transfer: Terms for transferring technical knowledge when technical knowledge transfer is part of the license
4. Export Control: Compliance with export control regulations when international transfer of technology is involved
5. Source Code Escrow: Terms for source code escrow arrangements when software is being licensed
1. Schedule 1 - Licensed IP: Detailed list of intellectual property covered by the license
2. Schedule 2 - Royalty Calculations: Detailed methodology for calculating royalties
3. Schedule 3 - Technical Specifications: Technical details of licensed technology or products
4. Schedule 4 - Quality Standards: Detailed quality requirements and specifications
5. Schedule 5 - Territory: Detailed description of licensed territories
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