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Royalty License Agreement
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the intellectual property being licensed
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including territory and field of use
5. Royalty Payments: Detailed terms of royalty calculations, payment schedules, and reporting requirements
6. Records and Auditing: Requirements for maintaining records and licensor's audit rights
7. Quality Control: Standards and requirements for use of the licensed IP
8. Intellectual Property Protection: Obligations regarding IP protection, infringement, and enforcement
9. Representations and Warranties: Standard warranties regarding IP ownership and right to license
10. Term and Termination: Duration of agreement and grounds for termination
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Exclusivity Provisions: Required if the license is exclusive, defining scope of exclusivity and any exceptions
2. Minimum Performance Requirements: Include if licensee must meet certain sales or revenue targets
3. Sub-licensing Rights: Include if licensee is permitted to sub-license the IP to third parties
4. Technical Support and Training: Include if licensor will provide technical assistance or training
5. Product Development: Include if licensee will develop new products using the licensed IP
6. Marketing and Promotion: Include if specific marketing requirements or restrictions apply
7. Export Control: Required for cross-border licenses with export control implications
8. Source Code Escrow: Include for software licenses where source code protection is needed
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed including registration numbers
2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations
3. Schedule 3 - Reporting Template: Template for regular royalty reports
4. Schedule 4 - Quality Control Standards: Detailed quality standards and specifications
5. Schedule 5 - Technical Specifications: Technical details of licensed technology or products
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Schedule 7 - Territory Definition: Detailed description of licensed territory including any exclusions
8. Schedule 8 - Brand Guidelines: Guidelines for use of licensed trademarks or branding
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