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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Sets out the context of the agreement, including the nature of the intellectual property and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and whether exclusive or non-exclusive
5. License Fee and Payment Terms: Details the financial terms, including payment amounts, schedule, and method
6. Term and Termination: Specifies the duration of the license and circumstances for termination
7. Intellectual Property Rights: Confirms ownership of IP and protects licensor's rights
8. Licensee Obligations: Sets out the licensee's responsibilities and restrictions on use
9. Warranties and Representations: States the promises and guarantees made by each party
10. Liability and Indemnification: Addresses risk allocation between parties
11. Confidentiality: Protects confidential information exchanged during the license period
12. General Provisions: Includes standard contractual terms like governing law, notices, and assignment
1. Quality Control: Required when licensing trademarks or brands where maintaining quality standards is crucial
2. Sublicensing Rights: Include when the licensee may need to sublicense the rights to third parties
3. Development Obligations: Necessary when the license includes software or technology that requires ongoing development
4. Marketing and Promotion: Include when the license involves commercial exploitation requiring specific marketing terms
5. Source Code Escrow: Required for software licenses where source code access might be needed in specific circumstances
6. Data Protection: Include when the licensed product or service involves processing personal data
7. Export Control: Necessary when the licensed items may be subject to export regulations
8. Support and Maintenance: Include when ongoing technical support or maintenance is part of the license arrangement
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment structures
3. Schedule 3 - Technical Specifications: Technical details of the licensed property, particularly important for software or technology licenses
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable to the licensed property
5. Schedule 5 - Approved Use Cases: Specific examples and scenarios of permitted uses of the licensed property
6. Appendix A - Form of Reports: Templates for any required reporting by the licensee
7. Appendix B - Brand Guidelines: If applicable, guidelines for using licensed trademarks or brands
Technology
Software Development
Media and Entertainment
Manufacturing
Biotechnology
Pharmaceuticals
Research and Development
Consumer Products
Education
Gaming
Telecommunications
Publishing
Legal
Intellectual Property
Business Development
Commercial
Technology
Research and Development
Compliance
Product Development
Content Management
Licensing Operations
Legal Counsel
Intellectual Property Manager
Licensing Manager
Business Development Manager
Contract Manager
Chief Technology Officer
IP Rights Administrator
Commercial Director
Product Manager
Content Licensing Specialist
Technology Transfer Officer
Research Director
Compliance Officer
General Counsel
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