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IP License Agreement
1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, brief description of the IP being licensed, and the parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Grant of License: Specific details of the license grant, including scope, territory, and whether exclusive or non-exclusive
5. License Restrictions: Clear limitations on the use of the licensed IP and prohibited activities
6. Payment Terms: Details of license fees, royalties, payment schedules, and calculation methods
7. Protection of IP Rights: Obligations regarding IP protection, including registration, maintenance, and enforcement
8. Quality Control: Standards and requirements for the use of the licensed IP
9. Representations and Warranties: Statements regarding IP ownership, right to license, and non-infringement
10. Confidentiality: Obligations regarding the protection of confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Post-Termination Obligations: Obligations and rights of parties after agreement termination
13. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Improvements: Rights and obligations regarding improvements to the licensed IP, used when future developments are anticipated
2. Sublicensing Rights: Terms for sublicensing, included when sublicensing is permitted
3. Source Code Escrow: Provisions for software source code escrow, used in software licensing agreements
4. Technology Transfer: Provisions for technical support and knowledge transfer, included when technical assistance is part of the deal
5. Marketing and Promotion: Requirements for marketing the licensed products, relevant for trademark licenses
6. Export Control: Compliance with export regulations, needed for international licensing
7. Data Protection: GDPR compliance provisions, required when personal data processing is involved
8. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, needed for licenses with market impact
1. Schedule 1 - Licensed IP: Detailed description of the licensed intellectual property, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed IP
3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and procedures
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and examples
5. Schedule 5 - Approved Products: List of products approved for use with the licensed IP
6. Schedule 6 - Territory: Detailed description of the geographic territory covered by the license
7. Schedule 7 - Minimum Performance Requirements: Specific performance targets and minimum royalty obligations
8. Appendix A - Form of Royalty Report: Template for regular royalty reporting
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