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1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, description of the intellectual property being licensed, and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Rights, Territory, Field of Use, Net Sales, etc.
4. Grant of License: Scope of the license, including territory, field of use, exclusivity/non-exclusivity, and any restrictions
5. Royalties and Payment Terms: Detailed structure of royalty calculations, payment schedules, currency, payment methods, and late payment consequences
6. Reporting and Audit Rights: Requirements for sales reporting, record-keeping, and licensor's audit rights
7. IP Protection and Maintenance: Obligations regarding IP protection, prosecution, and maintenance of the licensed rights
8. Representations and Warranties: Standard and specific warranties regarding ownership, right to license, and non-infringement
9. Confidentiality: Obligations regarding protection of confidential information exchanged under the agreement
10. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
11. Post-Termination Obligations: Obligations that survive termination and wind-down provisions
12. General Provisions: Standard clauses including governing law, dispute resolution, assignment, and notices
1. Minimum Royalty Guarantees: Used when the licensor wants to ensure minimum revenue streams, specifying minimum payment obligations
2. Development Obligations: Included when the license involves technology that requires further development or commercialization efforts
3. Quality Control: Required when the license involves trademarks or when product quality standards need to be maintained
4. Sublicensing Rights: Included when the licensee is permitted to sublicense the rights to third parties
5. Improvements: Used when parties want to address ownership and licensing of improvements to the licensed technology
6. Export Control: Required when the licensed technology is subject to export control regulations
7. Source Code Escrow: Included in software licenses where source code access might be needed under certain conditions
8. Performance Metrics: Used when the continuation of license rights is tied to achieving specific performance targets
1. Schedule A - Licensed IP: Detailed list of all intellectual property covered by the license, including registration numbers
2. Schedule B - Royalty Rates: Detailed breakdown of royalty rates, including any variations by territory or product type
3. Schedule C - Reporting Template: Standard format for regular sales and royalty reports
4. Schedule D - Technical Specifications: Technical details of licensed technology or quality standards to be maintained
5. Schedule E - Territory Definition: Detailed description of geographic territories where license rights are granted
6. Schedule F - Approved Sublicensees: List of pre-approved sublicensees, if applicable
7. Appendix 1 - Calculation Examples: Examples of royalty calculations for different scenarios
8. Appendix 2 - Compliance Requirements: Specific regulatory or quality control requirements that must be followed
Technology
Software
Pharmaceuticals
Biotechnology
Manufacturing
Entertainment
Media
Telecommunications
Consumer Goods
Industrial Products
Life Sciences
Research & Development
Electronics
Automotive
Energy
Legal
Intellectual Property
Finance
Business Development
Research & Development
Commercial
Compliance
Technology Transfer
Innovation
Corporate Development
Licensing
Patents
Operations
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IP Counsel
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