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Royalty Non Exclusive License
"I need a Royalty Non-Exclusive License agreement under Indian law for licensing our patented manufacturing process to multiple manufacturers in South India, with quarterly royalty payments of 5% of net sales and a minimum annual guarantee of INR 10 million."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the IP and parties' objectives
3. Definitions: Detailed definitions of terms used throughout the agreement
4. License Grant: Scope, nature, and limitations of the non-exclusive license
5. Territory and Term: Geographical scope and duration of the license
6. Royalty and Payment Terms: Royalty rates, calculation methods, payment schedules, and reporting requirements
7. Licensee Obligations: Core responsibilities of the licensee including quality control and usage restrictions
8. Licensor Obligations: Core responsibilities of the licensor including IP maintenance
9. IP Ownership and Protection: Confirmation of IP ownership and measures for protection
10. Representations and Warranties: Standard warranties about IP ownership, right to license, and non-infringement
11. Indemnification: Mutual indemnification obligations for various risks
12. Confidentiality: Protection of confidential information exchanged during the relationship
13. Term and Termination: Duration, renewal, and grounds for termination
14. Post-Termination Obligations: Rights and obligations that survive termination
15. Governing Law and Dispute Resolution: Choice of Indian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Technical Support and Training: Include when the licensor needs to provide technical assistance or training
2. Quality Control: Required for trademark licenses or when product quality standards must be maintained
3. Improvements and Modifications: Include when either party may develop improvements to the licensed IP
4. Export Control: Required when the license involves cross-border activities
5. Sub-licensing Rights: Include if sub-licensing is permitted
6. Audit Rights: Include for complex royalty calculations or when significant revenues are involved
7. Insurance: Include when specific insurance coverage is required
8. Competition Law Compliance: Required when license terms could impact market competition
9. Foreign Exchange Compliance: Include for international licensing arrangements
1. Schedule A - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule B - Royalty Calculations: Detailed formulas and examples of royalty calculations
3. Schedule C - Reporting Template: Format for regular royalty reports and sales documentation
4. Schedule D - Quality Standards: Technical specifications and quality requirements
5. Schedule E - Territory Definition: Detailed description of licensed territories if complex
6. Schedule F - Technical Support Terms: Details of support services if provided
7. Appendix 1 - Contact Details: Key contacts for both parties for various purposes
8. Appendix 2 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
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