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Sub License Agreement
1. Parties: Identification of the main parties: the licensee (as sub-licensor) and the sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the main license agreement and confirmation of right to sub-license
3. Definitions: Key terms used throughout the agreement, ensuring alignment with definitions in the main license agreement
4. Grant of Sub-License: Specific rights being sub-licensed, including scope, territory, and any restrictions
5. Term and Termination: Duration of the sub-license and circumstances under which it can be terminated
6. Payment Terms: Financial terms including fees, royalties, payment schedule, and reporting requirements
7. Obligations of Sub-Licensee: Key responsibilities and requirements the sub-licensee must fulfill
8. Quality Control: Standards and requirements for maintaining quality in the use of licensed materials
9. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Warranties and Indemnities: Representations about the licensed rights and allocation of risks
12. General Provisions: Standard legal clauses including governing law, jurisdiction, and entire agreement
1. Technical Support and Training: Include when the sub-license includes provision of technical support or training services
2. Marketing and Promotion: Include when the sub-licensee has rights to market or promote the licensed products
3. Minimum Performance Requirements: Include when the sub-licensee must meet specific performance or sales targets
4. Export Control: Include when the licensed materials are subject to export control regulations
5. Source Code Escrow: Include for software licenses where source code access might be necessary
6. Data Protection: Include when personal data processing is involved in the licensed activities
7. Anti-Corruption Compliance: Include for international sub-licensing arrangements
8. Insurance Requirements: Include when specific insurance coverage is required from the sub-licensee
1. Schedule 1 - Licensed Materials: Detailed description of all materials being sub-licensed
2. Schedule 2 - Technical Specifications: Technical requirements and specifications for using the licensed materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Quality Control Requirements: Specific quality standards and testing procedures
5. Schedule 5 - Approved Territory: Detailed description of geographical territories where sub-license rights apply
6. Appendix A - Main License Agreement: Copy or relevant excerpts of the main license agreement
7. Appendix B - Reporting Templates: Standard forms for required periodic reporting
8. Appendix C - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks and branding
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