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1. Parties: Identifies and defines the licensor and licensee with full legal names and addresses
2. Background: Explains the context of the agreement, including the licensor's ownership of the product and the licensee's desire to license it
3. Definitions: Defines key terms used throughout the agreement including 'Licensed Product', 'Territory', 'Intellectual Property Rights', etc.
4. Grant of License: Specifies the exact nature and scope of the license granted, including whether it is exclusive or non-exclusive
5. Term and Termination: Details the duration of the agreement and circumstances under which it can be terminated
6. License Fees and Payment Terms: Outlines the financial terms including licensing fees, royalties, payment schedules, and reporting requirements
7. Intellectual Property Rights: Confirms the licensor's ownership of IP and specifies the licensee's rights and restrictions regarding IP use
8. Quality Control: Sets standards for product quality and licensor's rights to inspect and approve product implementation
9. Confidentiality: Defines confidential information and establishes obligations for its protection
10. Warranties and Representations: States the warranties provided by each party regarding their authority, IP ownership, and product characteristics
11. Indemnification: Establishes mutual or unilateral indemnification obligations for various risks
12. General Provisions: Includes standard clauses such as governing law, notices, assignment, and entire agreement
1. Territory Restrictions: Defines geographical limitations on the license when the license is territory-specific
2. Sublicensing Rights: Include when the licensee may need to sublicense the product to third parties
3. Marketing and Promotion: Include when specific marketing obligations or restrictions need to be imposed on the licensee
4. Technical Support and Updates: Include when the license includes ongoing technical support or product updates
5. Regulatory Compliance: Include when the product is subject to specific regulatory requirements
6. Export Control: Include when the product may be subject to export control regulations
7. Source Code Escrow: Include for software products where source code access may be needed under certain conditions
8. Performance Metrics: Include when minimum sales or performance targets are required
9. Training and Implementation: Include when the licensor must provide training or implementation support
1. Schedule 1 - Product Specifications: Detailed technical specifications and features of the licensed product
2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms, including calculation methods for royalties
3. Schedule 3 - Quality Control Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Schedule 4 - Support Services: Details of any technical support, maintenance, or update services included in the license
5. Schedule 5 - Approved Territory: Detailed description of geographical territories where the license applies
6. Schedule 6 - Trademark Usage Guidelines: Specific requirements for use of licensor's trademarks and branding
7. Schedule 7 - Reporting Ƶ: Standard forms for required periodic reports such as sales reports or royalty calculations
8. Appendix A - Authorized Representatives: List of key contacts and authorized representatives for both parties
9. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements applicable to the product
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