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Technology License
1. Parties: Identification of licensor and licensee with full legal names and registration details
2. Background: Context of the agreement, description of the technology, and parties' objectives
3. Definitions: Defined terms including Technology, Licensed Rights, Territory, and Field of Use
4. Grant of License: Scope of license rights, including type (exclusive/non-exclusive), territory, and field restrictions
5. License Fees and Payment Terms: Financial terms, royalty calculations, payment schedules, and reporting requirements
6. Protection of Intellectual Property: IP ownership, protection measures, and handling of improvements
7. Technical Support and Documentation: Support obligations, documentation requirements, and training provisions
8. Warranties and Representations: Technology ownership, right to license, and performance warranties
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration, renewal options, and termination rights
11. Post-Termination Obligations: Return of materials, continuing obligations, and wind-down provisions
12. General Provisions: Standard legal clauses including governing law, dispute resolution, and assignment
1. Source Code Escrow: Required if software source code is involved and needs to be held in escrow
2. Data Protection: Required if the technology processes personal data
3. Export Control: Required for technologies with potential dual-use applications
4. Quality Control: Required if licensee will manufacture products using the technology
5. Sublicensing Rights: Include if sublicensing is permitted
6. Maintenance and Updates: Required for software or technology requiring ongoing updates
7. Competition Law Compliance: Required for licenses with potential market impact or territorial restrictions
8. Open Source Components: Required if the technology incorporates open source software
1. Schedule 1 - Technical Description: Detailed description of the licensed technology and technical specifications
2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees, royalty rates, and payment terms
3. Schedule 3 - Service Level Agreement: Performance metrics and support requirements
4. Schedule 4 - Implementation Plan: Timeline and milestones for technology implementation
5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees if applicable
6. Schedule 6 - Technical Documentation: User manuals, technical guides, and documentation requirements
7. Appendix A - Contact Details: Key contacts for technical, commercial, and legal matters
8. Appendix B - Reporting Templates: Templates for royalty reports and other required reporting
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