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License Agreement Before Settlement
"I need a License Agreement Before Settlement for a software patent dispute between my Canadian tech company and a US competitor, with quarterly royalty payments starting March 2025, while we negotiate a cross-licensing arrangement."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the dispute and purpose of the interim license agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. Term and Termination: Duration of the license and conditions for termination
6. License Fees: Payment terms and schedule for the license
7. Settlement Negotiations: Relationship between this license and ongoing settlement negotiations
8. Without Prejudice: Clarification that the license agreement doesn't affect either party's rights in the ultimate settlement
9. Confidentiality: Obligations regarding confidential information
10. Use Restrictions: Limitations and restrictions on the use of licensed material
11. Representations and Warranties: Basic warranties regarding authority to license and ownership
12. Governing Law: Specification of applicable law and jurisdiction
13. Entire Agreement: Standard integration clause and relationship to future settlement
1. Quality Control: Required for trademark licenses to maintain trademark validity
2. Source Code Escrow: For software licenses where source code access may be relevant
3. Performance Requirements: Where specific performance standards must be maintained
4. Sublicensing Rights: If sublicensing is permitted and under what conditions
5. Insurance: Where specific insurance coverage is required for licensed activities
6. Export Control: For technologies subject to export regulations
7. Maintenance and Support: If ongoing technical support is part of the license
8. Audit Rights: Where verification of usage or royalty calculations is needed
9. Security Interest: If security interests in licensed property are granted
10. Third Party Rights: Where third party rights need to be addressed
1. Schedule A - Licensed Property: Detailed description of licensed intellectual property
2. Schedule B - License Fee Calculation: Detailed breakdown of license fees and calculation methodology
3. Schedule C - Technical Specifications: Technical details and requirements for licensed technology
4. Schedule D - Permitted Uses: Detailed list of authorized uses and territories
5. Schedule E - Quality Control Standards: Specific quality control requirements and procedures
6. Appendix 1 - Dispute Resolution Procedure: Detailed procedures for handling disputes during the interim period
7. Appendix 2 - Reporting Requirements: Forms and procedures for usage reporting
8. Appendix 3 - Contact Information: Key contacts for both parties for various purposes under the agreement
Authors
Technology and Software
Manufacturing
Pharmaceuticals and Biotechnology
Media and Entertainment
Telecommunications
Consumer Products
Industrial Design
Research and Development
Healthcare
Automotive
Legal
Intellectual Property
Research & Development
Business Development
Corporate Strategy
Risk Management
Finance
Operations
Technical Support
Compliance
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Chief Technology Officer
Business Development Director
Commercial Contract Manager
Patent Attorney
Settlement Negotiator
Chief Executive Officer
Risk Management Director
Intellectual Property Manager
Corporate Counsel
Technology Transfer Officer
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