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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the subject matter being licensed
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Detailed description of the license being granted, including scope, territory, and any restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, and payment methods
6. Term and Termination: Duration of the license and circumstances for termination
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Licensee Obligations: Specific duties and responsibilities of the licensee
9. Licensor Obligations: Specific duties and responsibilities of the licensor
10. Warranties and Representations: Statements of fact and promises made by both parties
11. Limitation of Liability: Limits on parties' liability and exclusions
12. Confidentiality: Protection of confidential information exchanged
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Sub-licensing Rights: Include when licensee is permitted to sub-license to third parties
3. Source Code Escrow: Needed for software licenses where source code protection is required
4. Export Control: Required when licensed material may be subject to export regulations
5. Training and Support: Include when licensor provides ongoing support or training
6. Audit Rights: Include when licensor needs right to audit licensee's use of licensed material
7. Insurance Requirements: Include when specific insurance coverage is required from either party
8. Data Protection: Required when license involves processing of personal data
1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material
7. Appendix B - Quality Standards: Detailed quality requirements and specifications
8. Appendix C - Form of Reports: Templates for required reporting under the agreement
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