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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 patent ownership confirmation and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and specific German legal concepts
4. Grant of License: Detailed specification of licensed rights, including scope, territory, and type (exclusive/non-exclusive)
5. License Fees and Payment Terms: Royalty rates, payment schedules, calculation methods, and reporting requirements
6. Maintenance and Prosecution: Obligations regarding patent maintenance, prosecution responsibilities, and cost allocation
7. Improvements: Treatment of improvements to the licensed patent, including ownership and license rights
8. Representations and Warranties: Standard warranties regarding patent ownership, right to license, and non-infringement
9. Confidentiality: Protection of confidential information exchanged during the license relationship
10. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
11. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
12. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties
2. Quality Control: Include for licenses involving manufacturing of products using the patent
3. Field of Use Restrictions: Include when the license is limited to specific applications or industries
4. Export Control: Include when the licensed technology is subject to export control regulations
5. Competition Law Compliance: Include detailed provisions when the license might raise competition law concerns
6. Patent Marking: Include requirements for marking products with patent numbers when physical products are involved
7. Technology Transfer: Include when technical assistance or know-how transfer is part of the license
8. Employee Invention Rights: Include when the licensed patents involve employee inventions under German law
1. Schedule 1: Licensed Patents: Detailed list of licensed patents including registration numbers and jurisdictions
2. Schedule 2: Technical Specifications: Technical details and specifications of the licensed technology
3. Schedule 3: Royalty Calculations: Detailed methodology for calculating royalties and examples
4. Schedule 4: Reporting Templates: Templates for required periodic reports and royalty statements
5. Schedule 5: Quality Standards: Technical standards and quality requirements for licensed products
6. Appendix A: Patent Assignment Documentation: Copies of relevant patent assignments and chain of title documents
7. Appendix B: Prior Agreements: Referenced agreements affecting the licensed patents
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