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Limited License Agreement
1. Parties: Identification and details of the licensor and licensee, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the licensed material/technology
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Specific details of the rights being granted, including scope, territory, and duration
5. License Restrictions: Clear limitations on the use of the licensed material/technology
6. Payment Terms: License fees, payment schedule, and any royalty calculations
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information exchange
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Warranties and Representations: Warranties regarding ownership, non-infringement, and quality assurances
11. Liability and Indemnification: Limitations of liability and indemnification obligations
12. General Provisions: Standard clauses including governing law, notices, and assignment
1. Source Code Escrow: For software licenses where source code access might be required under specific conditions
2. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
3. Quality Control: For licenses involving manufacturing or product development
4. Marketing Rights: Provisions regarding the use of trademarks and marketing materials
5. Training and Support: When technical support or training is part of the license arrangement
6. Audit Rights: Provisions allowing the licensor to audit licensee's use of licensed material
7. Sublicensing Rights: When sublicensing is permitted, detailing conditions and restrictions
1. Schedule 1: Licensed Material: Detailed description of the licensed intellectual property
2. Schedule 2: Technical Specifications: Technical details and requirements for the licensed material
3. Schedule 3: Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4: Service Levels: If applicable, service level agreements and support requirements
5. Appendix A: Approved Use Cases: Specific examples and scenarios of permitted uses of the licensed material
6. Appendix B: Security Requirements: Security protocols and requirements for handling licensed material
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