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License Transfer Agreement
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the agreement and brief description of the license being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the license rights being transferred
5. Transfer Terms: Specific terms and conditions of the license transfer
6. Consideration: Financial terms, payment schedule, and any adjustments
7. Effective Date and Term: When the transfer takes effect and duration of any ongoing obligations
8. Representations and Warranties: Parties' assertions about their authority, ownership, and the license
9. Liability and Indemnification: Allocation of risks and responsibilities between parties
10. Confidentiality: Protection of confidential information exchanged during and after transfer
11. Governing Law and Jurisdiction: Specification of Danish law application and jurisdiction
12. Execution: Signature blocks and execution formalities
1. Third Party Rights: Required when the license involves or affects third party rights or obligations
2. Tax Provisions: Include when specific tax arrangements or implications need to be addressed
3. Competition Law Compliance: Necessary when the transfer might have competition law implications
4. Registration and Recordal: Include when the license transfer requires registration with authorities
5. Transitional Provisions: Used when ongoing support or transition period is needed
6. Sub-license Provisions: Include when addressing existing or future sub-licensing rights
7. Quality Control: Necessary for trademark licenses or when quality standards must be maintained
8. Export Control: Required when the licensed technology is subject to export restrictions
1. Schedule 1 - Licensed Rights: Detailed description of the license rights being transferred, including registration numbers
2. Schedule 2 - Existing Agreements: List of any existing agreements affecting the license
3. Schedule 3 - Payment Terms: Detailed payment schedules, calculation methods, and financial terms
4. Schedule 4 - Technical Documentation: List of all technical documentation included in the transfer
5. Schedule 5 - Existing Sub-licenses: Details of any existing sub-licenses that will be maintained
6. Appendix A - Due Diligence Results: Summary of due diligence findings regarding the license
7. Appendix B - Form of Recordal: Template documents for recording the transfer with relevant authorities
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