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Perpetual Royalty License
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' objectives
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Rights, Territory, and Royalty Rates
4. Grant of Rights: Explicit description of the perpetual license granted, including scope, territory, and any restrictions
5. Royalty Obligations: Detailed structure of royalty calculations, payment terms, currency, and payment methods
6. Reporting and Audit Rights: Requirements for regular reporting of sales/usage, record-keeping obligations, and licensor's audit rights
7. Quality Control: Standards for using the licensed rights and quality maintenance requirements
8. Representations and Warranties: Parties' representations regarding ownership, authority to license, and standard warranties
9. Indemnification: Mutual indemnification obligations and procedures for handling third-party claims
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Limited Termination Rights: Specific circumstances under which the perpetual license may be terminated (e.g., material breach, insolvency)
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law provisions
13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Sublicensing Rights: Include when licensee is permitted to sublicense the rights to third parties
2. Minimum Royalty Guarantees: Include when there are minimum payment obligations regardless of actual sales/usage
3. Development Obligations: Include when licensee has obligations to develop or commercialize the licensed rights
4. Marketing Requirements: Include when specific marketing obligations or restrictions apply
5. Competition Restrictions: Include when there are non-compete or territorial restrictions
6. Source Code Escrow: Include for software licenses where source code access might be needed
7. Technology Transfer: Include when technical support or knowledge transfer is part of the agreement
8. Export Control: Include when licensed rights are subject to export control regulations
1. Schedule A - Licensed Rights: Detailed description of all intellectual property covered by the license
2. Schedule B - Royalty Calculations: Detailed formula and examples for calculating royalties
3. Schedule C - Reporting Template: Standard format for periodic royalty reports
4. Schedule D - Quality Standards: Specific quality requirements and testing procedures
5. Schedule E - Technical Specifications: Technical details of licensed technology or products
6. Schedule F - Approved Form of Sublicense: Template for permitted sublicense agreements
7. Schedule G - Territory Definition: Detailed description of geographic scope including any restrictions
8. Appendix 1 - Contact Details: Key contacts for various aspects of agreement administration
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