1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Products, Territory, Intellectual Property Rights
4. Grant of License: Scope of license rights granted, including type (exclusive/non-exclusive), territory, and field of use restrictions
5. License Fees and Payment Terms: Financial terms including license fees, royalties, payment schedules, and reporting requirements
6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or modifications
7. Quality Control and Standards: Quality requirements for licensed products/services and licensor's right to inspect and approve
8. Confidentiality: Protection of confidential information exchanged between parties
9. Term and Termination: Duration of agreement, renewal provisions, and grounds for termination
10. Post-Termination Obligations: Parties' obligations after agreement ends, including return of materials and continuing confidentiality obligations
11. Warranties and Representations: Parties' warranties regarding authority, IP ownership, and compliance with laws
12. Indemnification: Mutual indemnification obligations for breaches, IP infringement claims, and third-party claims
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Compliance with Laws: Obligations to comply with Nigerian laws, including NOTAP requirements
15. Dispute Resolution: Process for resolving disputes, including jurisdiction, governing law, and arbitration provisions
16. General Provisions: Standard boilerplate clauses including assignment, notices, entire agreement, and amendments
