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Technology Sharing Agreement
1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement and the parties' intentions
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Scope of Agreement: Detailed description of the technology being shared and the purpose of sharing
5. Grant of Rights: Specific rights being granted, including usage, modification, and sublicensing rights
6. Technology Transfer Process: Procedures and timelines for the actual transfer of technology
7. Intellectual Property Rights: Ownership and protection of IP rights, including improvements and derivatives
8. Confidentiality Obligations: Provisions for protecting confidential information and trade secrets
9. Payment Terms: Financial terms including licensing fees, royalties, and payment schedules
10. Warranties and Representations: Warranties regarding ownership, non-infringement, and technology functionality
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Term and Termination: Duration of agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. General Provisions: Standard clauses including force majeure, assignment, and amendments
1. Joint Development Rights: Used when parties will collaborate to further develop the technology
2. Training and Support: Include when technical training or ongoing support is part of the agreement
3. Quality Control: Required when specific quality standards must be maintained in technology implementation
4. Export Control: Necessary when technology may be subject to export control regulations
5. Data Protection: Required when technology involves processing of personal data
6. Competition Compliance: Include when agreement might raise competition law concerns
7. Source Code Escrow: Used when software source code needs to be held in escrow
8. Audit Rights: Include when one party needs rights to audit the other's use of technology
1. Schedule A - Technical Specifications: Detailed technical description of the shared technology
2. Schedule B - Implementation Plan: Timeline and milestones for technology transfer and implementation
3. Schedule C - Service Levels: Performance metrics and standards for the technology
4. Schedule D - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
5. Schedule E - Security Requirements: Security protocols and requirements for technology handling
6. Schedule F - Support Services: Details of technical support and maintenance services
7. Appendix 1 - Contact Details: Key contacts for technical, commercial, and legal matters
8. Appendix 2 - Approved Sublicensees: List of pre-approved sublicensees if applicable
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