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Royalty Bearing License Agreement
"I need a Royalty Bearing License Agreement for licensing our patented manufacturing process to a German company, with quarterly royalty payments of 5% of net sales and the right to sublicense in European markets."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of the licensed IP
3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Field of Use, Net Sales, etc.
4. Grant of License: Scope, territory, and nature of the license granted, including any restrictions or limitations
5. Royalty Payments: Payment terms, calculation methods, reporting requirements, audit rights, and payment schedules
6. Term and Termination: Duration of the agreement and conditions for termination or renewal
7. Representations and Warranties: Statements of fact and promises by both parties regarding IP ownership, authority to contract, and compliance
8. Intellectual Property Protection: Obligations regarding IP protection, enforcement, and cooperation in case of infringement
9. Confidentiality: Protection of confidential information exchanged during the agreement
10. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
1. Minimum Royalty Requirements: Minimum payment obligations and consequences of failure to meet minimums
2. Sublicensing Rights: Terms and conditions under which the licensee may grant sublicenses to third parties
3. Quality Control: Standards for licensed products/services and quality monitoring procedures
4. Marketing and Promotion: Requirements for marketing the licensed products and use of trademarks
5. Improvements: Rights and obligations regarding improvements to the licensed technology
1. Schedule A - Licensed IP: Detailed list and description of intellectual property covered by the agreement
2. Schedule B - Royalty Calculation Methods: Detailed formulas and examples for calculating royalties, including deductions and exclusions
3. Schedule C - Reporting Templates: Standard forms for royalty reporting and accounting procedures
4. Schedule D - Quality Standards: Specific quality requirements and specifications for licensed products/services
5. Schedule E - Territory Definition: Detailed description of the geographic territory covered by the license
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