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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' authority to enter into the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Property', 'Territory', 'Royalty Rate', etc.
4. Grant of Rights: Specific rights being granted, including scope, territory, and any restrictions
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Royalty Payments: Calculation method, payment terms, currency, payment frequency, and reporting requirements
7. Records and Auditing: Requirements for maintaining records and rights of audit
8. Intellectual Property Protection: Obligations regarding IP protection, infringement actions, and maintenance of registrations
9. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement
1. Quality Control: For trademark licenses or where product quality needs to be maintained
2. Minimum Performance Requirements: Where minimum sales or usage levels need to be maintained
3. Foreign Exchange Provisions: For international agreements requiring currency conversion and foreign remittance
4. Sub-licensing Rights: Where the licensee is permitted to sub-license the rights
5. Development Obligations: For agreements involving ongoing development or improvement of the licensed property
6. Marketing and Promotion: Requirements for marketing and promoting the licensed property
7. Regulatory Compliance: Specific provisions for NOTAP approval and other regulatory requirements
8. Insurance: Requirements for insurance coverage related to the licensed property or its use
9. Force Majeure: Provisions for handling unforeseen circumstances affecting performance
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed, including registration numbers
2. Schedule 2 - Royalty Calculation Method: Detailed formula and examples of royalty calculations
3. Schedule 3 - Territory: Detailed description of the geographic territory covered by the license
4. Schedule 4 - Reporting Template: Template for regular royalty reports
5. Schedule 5 - Quality Standards: Detailed quality requirements and specifications if applicable
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix A - Required Markings: Specifications for intellectual property notices and markings
8. Appendix B - Regulatory Approvals: Copies of relevant regulatory approvals including NOTAP registration
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