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Inbound License Agreement
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the licensed material/technology, and parties' objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Detailed description of the license scope, rights granted, and any restrictions
5. License Fees and Payment: Financial terms, payment schedule, and any royalty calculations
6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements
7. Confidentiality: Protection and handling of confidential information exchanged
8. Warranties and Representations: Warranties regarding ownership, right to license, and quality assurances
9. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Post-Termination Obligations: Obligations that survive termination and wind-down procedures
12. General Provisions: Standard legal provisions including governing law, dispute resolution, and assignment
1. Technical Support and Maintenance: Include when the license includes ongoing support or maintenance services
2. Quality Control: Include for trademark licenses or when licensed material quality needs monitoring
3. Source Code Escrow: Include for software licenses where source code access might be needed
4. Data Protection: Include when personal data processing is involved in the licensed activities
5. Export Control: Include when licensed material is subject to export control regulations
6. Audit Rights: Include when usage monitoring or royalty verification is needed
7. Sub-licensing Rights: Include when sub-licensing is permitted
8. Performance Requirements: Include when licensee must meet certain performance or sales targets
9. Training and Documentation: Include when licensor must provide training or documentation
1. Licensed Material: Detailed description of the licensed intellectual property, technology, or materials
2. Technical Specifications: Technical details and requirements for the licensed material
3. Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Service Level Agreement: Performance standards and metrics for support services if included
5. Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Compliance Requirements: Detailed compliance requirements and procedures
7. Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks if applicable
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