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The Patent Royalty Agreement serves as a crucial legal instrument for commercializing patented technologies in Denmark and potentially across the EU. This document is essential when a patent owner wishes to monetize their intellectual property while maintaining ownership rights, or when a business needs to legally use patented technology in their operations. The agreement must comply with Danish legal requirements, including the Danish Patents Act and Contracts Act, as well as relevant EU regulations. It typically includes detailed provisions for calculating and paying royalties, maintaining patent rights, ensuring confidentiality, and managing the ongoing relationship between the parties. The agreement's structure accommodates various business models and can be adapted for different industries while maintaining compliance with Danish and EU competition laws.

1. Parties: Identification of the licensor (patent owner) and licensee, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including brief description of the patent(s) and the parties' intention to enter into a royalty arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Patents', 'Net Sales', 'Licensed Products', 'Territory', and 'Royalty Rate'

4. Grant of Rights: Scope of the license granted, including whether exclusive or non-exclusive, territorial limitations, and field of use restrictions

5. Royalty Obligations: Detailed terms of royalty payments, including calculation method, payment frequency, and currency

6. Payment Terms: Specific provisions for making payments, including payment methods, bank details, late payment consequences, and interest charges

7. Reporting and Audit Rights: Requirements for sales reporting, record-keeping, and the licensor's right to audit the licensee's relevant records

8. Patent Maintenance and Prosecution: Obligations regarding maintenance of the patent(s), including payment of renewal fees and handling of patent prosecutions

9. Representations and Warranties: Standard warranties regarding patent ownership, right to license, and validity of the patent(s)

10. Confidentiality: Obligations to maintain confidentiality of sensitive information exchanged under the agreement

11. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

12. Post-Termination Obligations: Obligations that survive termination, including confidentiality and payment of accrued royalties

13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, assignment, force majeure, and entire agreement