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1. Parties: Identification of the licensor and licensee, including registration details and addresses
2. Background: Context of the agreement, description of the IP ownership, and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific South African legal terms
4. Grant of Rights: Scope of IP rights being licensed, including territory, exclusivity, and any restrictions
5. Royalty Payments: Calculation method, rates, payment terms, currency, and reporting requirements
6. Payment Terms: Payment schedule, method, currency, bank details, and handling of taxes
7. Records and Audit Rights: Requirements for maintaining records and right to audit royalty calculations
8. IP Protection and Maintenance: Obligations regarding IP protection, registration maintenance, and infringement actions
9. Representations and Warranties: Parties' warranties regarding IP ownership, right to license, and non-infringement
10. Term and Termination: Duration of agreement, renewal terms, and termination circumstances
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. General Provisions: Standard clauses including notices, assignment, governing law, and dispute resolution
1. Quality Control: Required when the IP includes trademarks or requires maintaining certain standards
2. Sub-licensing Rights: Include when licensee is permitted to sub-license the IP to third parties
3. Minimum Performance Requirements: Include when there are minimum sales or usage requirements
4. Development Obligations: Required when the agreement includes ongoing IP development or improvements
5. Competition Compliance: Include when agreement needs specific provisions to comply with competition laws
6. Exchange Control Provisions: Required for cross-border agreements involving foreign currency payments
7. Tax Gross-up Provisions: Include when dealing with international royalty payments subject to withholding tax
8. Territory-Specific Terms: Required when the agreement covers multiple territories with different requirements
9. POPIA Compliance: Include when personal information processing is involved in the agreement
1. Schedule 1: Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2: Royalty Rates and Calculations: Detailed breakdown of royalty rates, calculation methods, and examples
3. Schedule 3: Reporting Template: Standard format for royalty reports and sales calculations
4. Schedule 4: Quality Control Standards: Specific quality requirements and testing procedures if applicable
5. Schedule 5: Territory Definitions: Detailed description of licensed territories and any territory-specific terms
6. Schedule 6: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix A: IP Registration Certificates: Copies of relevant IP registration certificates
8. Appendix B: Brand Guidelines: If applicable, guidelines for use of licensed trademarks or branding
9. Appendix C: Technical Specifications: Technical details of licensed IP, particularly for patents or software
Affiliate
Approved Purpose
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure
Gross Revenue
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Reporting Period
Royalty Period
Royalty Rate
Royalty Statement
South African Competition Laws
Sub-licensee
Technical Information
Term
Territory
Trade Marks
Trade Secrets
Valid Claim
Working Day
Year
ZAR
IP Registration Certificates
Quality Standards
Minimum Performance Requirements
Audit Rights
Exchange Control Regulations
Withholding Tax
Background IP
Derivative Works
Documentation
Field of Use
Know-How
Licensed Methods
Licensed Technology
Modifications
Quarter
Renewal Term
Subsidiaries
Technical Assistance
Technology Transfer
Definitions
Grant of Rights
Exclusivity
Territory
Term and Duration
Royalty Payments
Payment Terms
Calculation Methods
Reporting Requirements
Audit Rights
Record Keeping
Quality Control
IP Protection
IP Maintenance
IP Ownership
Improvements
Sub-licensing
Technical Assistance
Confidentiality
Non-Competition
Representations and Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Tax Compliance
Exchange Control
Competition Law Compliance
POPIA Compliance
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Entire Agreement
Severability
Waiver
Further Assurance
Costs
Good Faith
Relationship of Parties
Counterparts
Survival
Technology
Pharmaceuticals
Manufacturing
Entertainment
Media
Publishing
Software Development
Biotechnology
Research & Development
Consumer Goods
Fashion & Luxury
Automotive
Electronics
Telecommunications
Education
Gaming
Legal
Intellectual Property
Finance
Tax
Research & Development
Business Development
Commercial
Compliance
Technology Transfer
Innovation
Licensing
International Trade
Treasury
Legal Counsel
IP Attorney
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Research Director
Finance Director
Tax Manager
Compliance Officer
Contract Manager
Innovation Manager
Patent Attorney
Technology Transfer Officer
Royalty Administrator
Chief Financial Officer
Head of Research & Development
IP Portfolio Manager
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