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Territory Licence Agreement
"I need a Territory Licence Agreement to grant exclusive rights to a Japanese manufacturer to produce and sell our patented automotive parts across Southeast Asia, with a 5% royalty rate starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement including Territory, Licensed Rights, and other crucial definitions
4. Grant of Licence: Specific rights being granted and territory definition, including scope and limitations
5. Term and Termination: Duration of agreement and circumstances for termination, including notice periods and consequences
6. Payment Terms: Fees, royalties, payment schedules, and currency considerations
7. Intellectual Property Rights: Ownership and protection of IP, including enforcement provisions
8. Confidentiality: Protection of confidential information and trade secrets
9. Governing Law: Applicable law (England and Wales) and jurisdiction
1. Quality Control: Standards, monitoring requirements, and quality assurance procedures for licensed products or services
2. Marketing and Promotion: Requirements and restrictions for marketing licensed products/services in the territory
3. Sub-licensing Rights: Terms and conditions under which the licensee may sub-license the rights
4. Training and Support: Provisions for technical support, training, and knowledge transfer
1. Schedule 1: Licensed Territory: Detailed description and/or maps of the geographical territory covered by the licence
2. Schedule 2: Licensed Products/Services: Comprehensive list and specifications of products or services covered by the licence
3. Schedule 3: Royalty Calculations: Detailed breakdown of payment calculations, including minimum guarantees if applicable
4. Schedule 4: Quality Standards: Specific quality requirements, metrics, and testing procedures
5. Schedule 5: Trademark Usage Guidelines: Detailed rules and specifications for using licensed trademarks and branding
6. Schedule 6: Reporting Requirements: Templates, formats, and timing for required reports and notifications
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