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License And Royalty Agreement
"I need a License and Royalty Agreement for licensing our proprietary software technology to a Qatari manufacturing company, with quarterly royalty payments based on net sales and including provisions for technical support and training."
1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms, financial terms, and legal concepts
4. Grant of License: Scope of the license, territory, exclusivity/non-exclusivity, and permitted uses
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Royalty Payments: Payment structure, calculation methods, payment schedules, and currency
7. Payment Terms: Detailed payment procedures, bank details, late payment consequences, and taxes
8. Records and Auditing: Requirements for maintaining records, reporting obligations, and audit rights
9. Quality Control: Standards to be maintained, quality assurance procedures, and inspection rights
10. Intellectual Property Protection: IP ownership, protection measures, and handling of improvements
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Parties' representations regarding IP ownership, authority to contract, and quality assurance
13. Indemnification: Mutual indemnification obligations and liability limitations
14. Termination: Termination grounds, procedures, and consequences
15. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
16. General Provisions: Standard clauses including notices, assignment, force majeure, and dispute resolution
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the intellectual property
2. Development Obligations: Include when the agreement involves ongoing development or improvement of the licensed IP
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Technical Support: Include when technical support or training is part of the agreement
5. Export Control: Include for international agreements involving controlled technologies
6. Competition Compliance: Include when there are potential competition law implications
7. Source Code Escrow: Include for software licensing agreements
8. Change of Control: Include when agreement needs to address ownership changes
9. Insurance Requirements: Include when specific insurance coverage is required
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Royalty Calculation Methods: Detailed formulae and examples of royalty calculations
3. Schedule 3 - Reporting Templates: Standard forms for regular royalty reports and sales reporting
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Technical Specifications: Technical details and requirements for using the licensed IP
6. Schedule 6 - Territory Definition: Detailed description of licensed territory including any restrictions
7. Schedule 7 - Approved Sub-contractors: List of approved sub-contractors or manufacturers if applicable
8. Appendix A - Contact Details: Key contact persons and their details for both parties
9. Appendix B - Brand Guidelines: Guidelines for using trademarks or branded materials
Authors
Technology & Software
Manufacturing
Pharmaceuticals
Media & Entertainment
Telecommunications
Consumer Goods
Industrial Equipment
Biotechnology
Fashion & Luxury Goods
Energy & Resources
Research & Development
Education & Training
Legal
Intellectual Property
Finance
Commercial
Research & Development
Business Development
Compliance
Operations
Technology
Innovation
Product Development
Treasury
International Business
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Chief Technology Officer
Financial Controller
Business Development Manager
Compliance Officer
Research and Development Director
Product Manager
Operations Manager
Contract Manager
Chief Financial Officer
Innovation Director
Technology Transfer Officer
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