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Trade Secret License
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the trade secrets, and the parties' intention to enter into a licensing arrangement
3. Definitions: Detailed definitions of Trade Secrets, Confidential Information, Permitted Use, Authorized Personnel, and other key terms
4. License Grant: Scope of the license, permitted uses, and any territorial or field-of-use restrictions
5. Protection Measures: Required security measures, access controls, and protocols for protecting the trade secrets
6. Confidentiality Obligations: Detailed obligations regarding confidentiality, including handling, storage, and disclosure restrictions
7. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
8. Post-Termination Obligations: Obligations that survive termination, including return or destruction of trade secret materials
9. Breach and Remedies: Consequences of breach, including injunctive relief and damages
10. Representations and Warranties: Parties' representations regarding ownership, right to license, and non-infringement
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Sublicensing Rights: Include when licensee is permitted to sublicense the trade secrets to third parties
2. Improvement Rights: Include when parties agree to share or license improvements made to the trade secrets
3. Audit Rights: Include when licensor requires right to audit licensee's compliance with protection measures
4. Insurance Requirements: Include when specific insurance coverage is required for the licensed trade secrets
5. Employee Training: Include when specific training requirements are needed for handling trade secrets
6. Data Protection Provisions: Include when trade secrets involve personal data processing
7. Export Control: Include when trade secrets are subject to export control regulations
1. Schedule 1 - Description of Trade Secrets: Detailed description of the licensed trade secrets and technical information
2. Schedule 2 - Security Protocols: Specific security measures and procedures required for protecting the trade secrets
3. Schedule 3 - Authorized Personnel: List of personnel authorized to access the trade secrets and their access levels
4. Schedule 4 - License Fees: Payment terms and schedule if applicable
5. Schedule 5 - Incident Response Plan: Procedures for responding to potential breaches or unauthorized disclosures
6. Appendix A - Confidentiality Agreements: Template confidentiality agreements for employees and contractors
7. Appendix B - Security Standards: Technical standards and specifications for security measures
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