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Licensing Agreement Terms
"I need Licensing Agreement Terms for a Dutch software company licensing our AI-powered analytics platform to enterprise customers across the EU, including source code escrow provisions and quarterly usage-based royalty payments, with the agreement template needed by March 2025."
1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers
2. Background: Context of the agreement, including brief description of the intellectual property being licensed and the parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed IP, Territory, and Field of Use
4. License Grant: Core section detailing the scope of the license, including whether exclusive or non-exclusive, territory restrictions, and permitted uses
5. License Fees and Payment Terms: Details of royalties, fixed fees, payment schedules, and calculation methods
6. Protection of Licensed Rights: Obligations regarding protection and maintenance of the licensed IP rights
7. Quality Control: Standards and requirements for use of the licensed IP, including approval processes
8. Representations and Warranties: Statements and guarantees from both parties regarding their rights and capabilities
9. Term and Termination: Duration of the agreement, renewal provisions, and circumstances allowing termination
10. Confidentiality: Obligations regarding protection of confidential information exchanged under the agreement
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement provisions
1. Sublicensing Rights: Include when licensee is permitted to grant sublicenses to third parties
2. Improvements: Include when dealing with technological licenses where improvements may be developed
3. Source Code Escrow: Include for software licenses where source code access may be needed in specific circumstances
4. Data Protection: Include when the licensed activities involve processing of personal data
5. Export Control: Include when the licensed technology may be subject to export control regulations
6. Marketing and Promotion: Include when the agreement involves trademark licensing or marketing rights
7. Audit Rights: Include when verification of royalty calculations or compliance is important
8. Change of Control: Include when agreement should address consequences of ownership changes
1. Schedule 1 - Licensed IP: Detailed description of all intellectual property being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed technology or products
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalty rates, and calculation methods
4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Approved Sub-contractors: List of approved third parties who may be involved in licensed activities
6. Appendix A - Form of Quarterly Report: Template for required periodic reporting of sales or usage
7. Appendix B - Brand Guidelines: Guidelines for proper use of licensed trademarks or branding
8. Appendix C - Support Services: Details of any technical support or maintenance services included in the license
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Intellectual Property Manager
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