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Product Licensing Agreement
"I need a Product Licensing Agreement for licensing our new software security tool to enterprise customers in the UK and EU, with strict quality control requirements and a revenue-based royalty structure starting from March 2025."
1. Parties: Identifies and defines the contracting parties - the licensor and licensee
2. Background: Explains context of the agreement, including description of the product and purpose of the licensing arrangement
3. Definitions: Defines key terms used throughout the agreement, including Licensed Products, Territory, and Intellectual Property Rights
4. Grant of License: Specifies the scope, nature, and exclusivity of the license granted
5. Payment Terms: Details licensing fees, royalties, payment arrangements, and reporting requirements
6. IP Rights: Addresses ownership, protection, and enforcement of intellectual property rights
7. Quality Control: Sets standards for product quality and inspection rights
8. Term and Termination: Specifies duration, renewal options, and termination conditions
9. Warranties and Indemnities: Contains warranties regarding IP ownership and product quality, plus related indemnities
10. Confidentiality: Governs treatment of confidential information exchanged under the agreement
1. Territory Restrictions: Defines geographical limitations of the license when territory-specific restrictions apply
2. Sublicensing Rights: Addresses ability to sublicense to third parties when sublicensing might be contemplated
3. Marketing and Promotion: Details marketing requirements and restrictions when specific promotional obligations exist
4. Minimum Performance Requirements: Sets minimum sales or performance targets when needed to maintain license rights
5. Technical Support: Outlines technical support obligations when ongoing support is part of the arrangement
1. Schedule 1 - Licensed Products: Detailed description and specifications of products covered by license
2. Schedule 2 - Technical Specifications: Technical requirements and standards for licensed products
3. Schedule 3 - Royalty Calculations: Detailed methodology for calculating royalties and example calculations
4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Approved Manufacturing Facilities: List of approved facilities for manufacturing licensed products
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