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IP License Agreement
"I need an IP License Agreement for licensing our patented manufacturing process to a Singapore-based company, with exclusive rights in Southeast Asia and including provisions for technical support and improvements developed during the license term starting March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of the IP
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including type (exclusive/non-exclusive), territory, and field of use
5. Term and Termination: Duration of the agreement and conditions for termination or renewal
6. Payment Terms: Royalties, fees, payment schedules, and reporting requirements
7. IP Protection: Measures to protect the licensed IP, including confidentiality obligations
8. Warranties and Representations: Assurances regarding IP ownership, validity, and non-infringement
9. Indemnification: Obligations to protect against third-party claims
10. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Quality Control: Standards and requirements for using the IP, particularly relevant for trademark licenses
2. Territory Restrictions: Specific geographical limitations on the use of the licensed IP
3. Improvements: Rights and obligations regarding modifications and improvements to the licensed IP
4. Sub-licensing Rights: Terms and conditions for granting sub-licenses to third parties
5. Source Code Escrow: Provisions for software source code protection and access
6. Training and Support: Terms regarding technical assistance and ongoing support
1. Schedule 1: Licensed IP: Detailed description and specification of the intellectual property being licensed
2. Schedule 2: Territory: Detailed description of geographical scope and any territorial restrictions
3. Schedule 3: Royalty Calculations: Detailed payment terms, calculation methods, and reporting requirements
4. Schedule 4: Quality Standards: Specific quality control requirements, specifications, and compliance standards
5. Schedule 5: Technical Documentation: Technical specifications, user manuals, or other relevant documentation
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