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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
Affiliate
Confidential Information
Effective Date
Field of Use
Improvements
Intellectual Property Rights
Licensed IP
Licensed Patents
Licensed Products
Licensed Technology
Licensed Trademarks
Licensee
Licensor
Net Sales
Parent Company
Patent Rights
Royalties
Subsidiary
Technical Information
Term
Territory
Trade Secrets
Transfer Pricing Requirements
Use
Valid Claim
Scope of License
Territory Restrictions
Term and Duration
Royalties and Payment
Transfer Pricing
Intellectual Property Rights
Quality Control
Confidentiality
Improvements
Technical Assistance
Record Keeping
Audit Rights
Representations and Warranties
Indemnification
Insurance
Force Majeure
Assignment
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Compliance with Laws
Notices
Entire Agreement
Amendment and Waiver
Severability
Survival
Third Party Rights
Tax Compliance
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