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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement and brief description of the intellectual property being licensed
3. Definitions and Interpretation: Detailed definitions of terms used in the agreement and rules of interpretation
4. Grant of License: Scope and nature of the license (exclusive/non-exclusive, territory, field of use)
5. License Fee and Payment Terms: Financial terms, including royalties, payment schedule, and reporting requirements
6. Protection of Intellectual Property Rights: Provisions for maintaining and protecting the licensed IP
7. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
8. Duration and Termination: Term of the agreement and circumstances for termination
9. Confidentiality: Protection of confidential information exchanged during the license period
10. Governing Law and Jurisdiction: Specification of South African law and jurisdiction
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Quality Control: Required for trademark licenses or when maintaining product standards is crucial
2. Sub-licensing Rights: Include when the licensee is permitted to sub-license the IP to third parties
3. Improvements and Modifications: Needed when parties anticipate developments or improvements to the licensed IP
4. Source Code Escrow: For software licenses where source code access may be required in specific circumstances
5. Export Control: Required when the licensed IP may be subject to export restrictions
6. Competition Law Compliance: Specific provisions ensuring compliance with competition laws
7. Data Protection: Required when the license involves processing of personal information
8. Moral Rights: Particularly relevant for copyright licenses involving creative works
1. Schedule 1: Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers
2. Schedule 2: Technical Specifications: Technical details and requirements for using the licensed IP
3. Schedule 3: Quality Control Standards: Specific quality standards and monitoring procedures
4. Schedule 4: Royalty Calculations: Detailed methodology for calculating royalties and other payments
5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A: Form of Royalty Report: Template for periodic royalty reporting
7. Appendix B: Brand Guidelines: Guidelines for using licensed trademarks or branding elements
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