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1. Parties: Identification of all parties to the agreement, including their legal status and contact details
2. Background: Context of the agreement, existing IP ownership, and purpose of the arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement, including specific IP-related terminology
4. Ownership of Intellectual Property: Clear statement of IP ownership, including pre-existing IP and newly created IP
5. Grant of Rights: Specific rights being granted, including scope, territory, and duration
6. Payment and Royalties: Financial terms, including licensing fees, royalties, and payment schedules
7. Protection and Maintenance: Obligations regarding IP protection, registration, and maintenance
8. Confidentiality: Provisions for protecting confidential information and trade secrets
9. Warranties and Representations: Warranties regarding IP ownership, non-infringement, and right to grant licenses
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Post-Termination Obligations: Obligations and rights of parties after agreement termination
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
13. General Provisions: Standard contractual provisions including notices, assignment, and amendments
1. Development of New IP: Used when the agreement involves creation of new IP, specifying ownership and rights
2. Quality Control: Required for trademark licenses to maintain brand standards
3. Source Code Escrow: For software-related IP agreements to ensure code accessibility
4. Improvements and Modifications: When parties may develop improvements to the licensed IP
5. Patent Prosecution: For agreements involving patent applications or maintenance
6. Competition Law Compliance: When IP arrangements might impact market competition
7. Export Control: For IP with international transfer restrictions
8. Open Source Software: When dealing with software that includes open source components
9. Data Protection: When IP usage involves personal data processing
1. Schedule 1 - IP Assets Register: Detailed list and description of all IP assets covered by the agreement
2. Schedule 2 - Licensed Products: Specific products or services covered by the IP license
3. Schedule 3 - Technical Specifications: Technical details of IP, particularly for software or patent licenses
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and payments
5. Schedule 5 - Quality Control Standards: Standards and specifications for licensed IP usage
6. Schedule 6 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
7. Appendix A - IP Registration Details: Registration numbers and details for patents, trademarks, and designs
8. Appendix B - Territory Definitions: Detailed description of territorial scope of rights granted
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