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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the intellectual property and business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific South African legal terms
4. Grant of License: Clear statement of the rights being granted, with emphasis on excluded rights
5. Excluded Rights: Detailed specification of rights explicitly excluded from the license grant
6. Territory and Term: Geographic scope of the license and duration, including any territorial exclusions
7. Payments: Financial terms, including any payments related to excluded rights or territories
8. Intellectual Property Protection: Provisions for protecting IP rights, especially regarding excluded elements
9. Warranties and Representations: Statements about ownership and right to license, particularly regarding excluded elements
10. Breach and Termination: Consequences of breach and termination provisions
11. General Provisions: Standard boilerplate clauses adapted to South African law
1. Competition Law Compliance: Required when exclusions might raise competition law concerns under South African law
2. Export Control: Needed when the license involves international trade or technology transfer restrictions
3. Government Rights: Required when the IP was developed with public funding under South African law
4. Third Party Rights: Include when third party IP rights are relevant to the excluded rights
5. Data Protection: Required when personal data processing is involved in the licensed activities
6. Source Code Provisions: Needed for software licenses where source code access is specifically excluded
7. Quality Control: Include when product quality standards are relevant to the excluded rights
1. Schedule A - Licensed Intellectual Property: Detailed description of the intellectual property being licensed
2. Schedule B - Excluded Rights Detail: Comprehensive list and description of all excluded rights
3. Schedule C - Territory Restrictions: Detailed mapping of territorial exclusions and restrictions
4. Schedule D - Technical Specifications: Technical details relevant to the implementation of the license and exclusions
5. Schedule E - Fee Schedule: Detailed breakdown of all fees and payment terms
6. Appendix 1 - Compliance Requirements: Specific compliance requirements under South African law
7. Appendix 2 - Related Agreements: List of related agreements affecting the excluded rights
Affiliate
Background IP
Business Day
Commencement Date
Competitor
Confidential Information
Derivative Works
Effective Date
Excluded Field of Use
Excluded Products
Excluded Rights
Excluded Territory
Force Majeure Event
Foreground IP
Government Authority
Improvements
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Modifications
Net Sales
Notice
Patents
Permitted Purpose
Proprietary Information
Related Agreements
Reserved Rights
Restricted Activities
Royalties
South African Law
Specifications
Technical Information
Term
Third Party
Trade Secrets
Trademarks
Use Restrictions
Interpretation
Grant of License
Excluded Rights
Territory Restrictions
Term and Duration
Payment Terms
Royalties
IP Ownership
IP Protection
Confidentiality
Non-Competition
Use Restrictions
Quality Control
Warranties
Representations
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Force Majeure
Assignment
Competition Law Compliance
Regulatory Compliance
Breach
Termination
Dispute Resolution
Governing Law
Notices
Data Protection
Export Control
Third Party Rights
Amendment
Severability
Entire Agreement
Survival
Counterparts
Technology and Software
Pharmaceutical and Healthcare
Manufacturing and Industrial
Research and Development
Biotechnology
Telecommunications
Media and Entertainment
Automotive
Consumer Electronics
Educational and Academic
Energy and Resources
Legal
Intellectual Property
Business Development
Research and Development
Compliance
Commercial
Technology Transfer
Innovation
Product Development
Strategy
Contracts Administration
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Technology Transfer Officer
Research Director
Commercial Director
Patent Attorney
Compliance Officer
Innovation Manager
Contract Manager
Chief Technology Officer
Chief Legal Officer
IP Rights Administrator
Business Strategy Manager
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