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1. Parties: Identifies and defines the Licensor and Licensee with full legal names and addresses
2. Background: Sets out the context of the agreement, including the Licensor's ownership of the licensed material and the Licensee's intended use
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Grant of License: Specifies the scope, nature, and limitations of the license being granted
5. Term and Termination: Details the duration of the license and circumstances under which it can be revoked or terminated
6. License Fee: Specifies any fees, payment terms, and conditions for the license
7. Licensee Obligations: Sets out the responsibilities and obligations of the Licensee in using the licensed material
8. Restrictions on Use: Clearly defines what the Licensee is not permitted to do with the licensed material
9. Intellectual Property Rights: Confirms the Licensor's ownership and protection of IP rights
10. Representations and Warranties: Sets out the promises and assurances made by both parties
11. Liability and Indemnification: Addresses limitation of liability and indemnification obligations
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, governing law, etc.
1. Quality Control: Required when the license involves trademarks or branded content requiring quality standards
2. Support Services: Needed when the Licensor provides technical or other support for the licensed material
3. Data Protection: Required when the license involves processing of personal data
4. Security Requirements: Needed when the licensed material requires specific security measures
5. Territory Restrictions: Used when the license is limited to specific geographic areas
6. Sublicensing Rights: Included when the Licensee is permitted to sublicense the material to third parties
7. Audit Rights: Important when the Licensor needs rights to audit the Licensee's use of the material
8. Insurance Requirements: Needed when specific insurance coverage is required for the licensed activities
1. Licensed Material: Detailed description of the material being licensed
2. Fee Schedule: Breakdown of license fees, payment terms, and any variable fee structures
3. Technical Specifications: Technical requirements or specifications for use of the licensed material
4. Approved Use Cases: Specific examples and scenarios of permitted uses of the licensed material
5. Form of Notice: Template for notices required under the agreement, including revocation notices
6. Service Level Agreement: Details of any service levels or support to be provided with the license
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