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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including ownership of the intellectual property and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, exclusivity, and field of use
5. Royalty Obligations: Detailed terms of royalty calculations, minimum payments, and payment procedures
6. Records and Audit Rights: Requirements for maintaining records and licensor's audit rights
7. Quality Control: Standards for licensed products/services and quality assurance requirements
8. Intellectual Property Protection: Provisions for maintaining and protecting the licensed IP
9. Term and Termination: Duration of the agreement and termination provisions
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Representations and Warranties: Standard warranties regarding IP ownership and right to license
12. Indemnification: Mutual indemnification obligations and procedures
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Improvements: Include when parties anticipate developments or improvements to the licensed IP
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Technical Support: Include when licensor provides technical assistance or support
5. Export Control: Include for cross-border licenses involving regulated technologies
6. Source Code Escrow: Include for software licenses where source code protection is needed
7. Insurance: Include when specific insurance requirements are necessary
8. Change of Control: Include when agreement should address ownership changes of either party
1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed
2. Schedule B - Royalty Calculations: Detailed formula and examples of royalty calculations
3. Schedule C - Quality Control Standards: Specific quality requirements and testing procedures
4. Schedule D - Reporting Template: Standard format for royalty reports and calculations
5. Schedule E - Approved Form of Sublicense: Template sublicense agreement if sublicensing is permitted
6. Schedule F - Technical Specifications: Detailed technical requirements for licensed products/services
7. Appendix 1 - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks
8. Appendix 2 - Territory Map: Geographic definition of licensed territory if applicable
Technology
Manufacturing
Pharmaceuticals
Entertainment
Media
Biotechnology
Consumer Goods
Software
Healthcare
Research & Development
Automotive
Energy
Telecommunications
Legal
Finance
Business Development
Intellectual Property
Research & Development
Tax
Compliance
Commercial Operations
Product Development
Technology Transfer
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Business Development Director
Chief Financial Officer
Commercial Director
Contract Manager
IP Portfolio Manager
Technology Transfer Officer
Corporate Counsel
Finance Director
Tax Manager
Compliance Officer
Research & Development Director
Product Manager
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