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1. Parties: Identification of the contracting parties, including full legal names and registered addresses
2. Background: Context of the agreement, relationship between parties, and brief description of the IP assets involved
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. IP Rights Description: Detailed description of the intellectual property rights covered by the agreement
5. Grant of Rights: Specific rights being granted or transferred, including scope, territory, and duration
6. Payment Terms: Financial terms including royalties, licensing fees, payment schedules, and reporting requirements
7. Protection of IP Rights: Obligations regarding IP protection, including registration, maintenance, and enforcement
8. Representations and Warranties: Warranties regarding IP ownership, non-infringement, and validity of rights
9. Confidentiality: Provisions for protecting confidential information and trade secrets
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Post-Termination Obligations: Obligations of parties after agreement termination
12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction provisions
13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Quality Control: For trademark licenses: provisions regarding quality control and brand guidelines
2. Development Obligations: For agreements involving ongoing IP development: specific obligations for development and improvement
3. Source Code Escrow: For software IP: provisions for source code escrow arrangements
4. Technology Transfer: For complex IP: provisions regarding transfer of know-how and technical assistance
5. Competition Compliance: For licenses with potential competition law implications: specific compliance provisions
6. Moral Rights: For copyright works: provisions regarding moral rights and attribution
7. Sub-licensing Rights: Where sub-licensing is permitted: terms and conditions for sub-licensing
8. Improvements: For ongoing IP development: rights and obligations regarding improvements to the IP
9. Export Control: For international IP transactions: export control compliance provisions
10. Data Protection: For IP involving personal data: PDPO compliance provisions
1. Schedule 1 - IP Rights Register: Detailed list of all IP rights covered, including registration numbers and dates
2. Schedule 2 - Technical Specifications: Detailed technical specifications of the IP, particularly for patents or software
3. Schedule 3 - Payment Terms: Detailed payment schedules, royalty calculations, and reporting requirements
4. Schedule 4 - Quality Control Standards: For trademark licenses: detailed quality control requirements and procedures
5. Schedule 5 - Territory Restrictions: Detailed breakdown of territorial restrictions and permitted uses by region
6. Appendix A - Form of Reports: Templates for required reports such as royalty calculations or usage reports
7. Appendix B - Brand Guidelines: For trademark licenses: detailed brand usage guidelines
8. Appendix C - Technical Documentation: Reference technical documentation or manuals
9. Appendix D - Escrow Terms: For software IP: detailed terms of any escrow arrangements
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