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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context of the agreement, including ownership of the intellectual property and intention to create a royalty arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Royalties', 'Licensed Rights', 'Net Sales', etc.
4. Grant of Rights: Specifies the exact rights being licensed and any territorial or other limitations
5. Calculation of Royalties: Details how royalties will be calculated, including the basis (gross/net) and percentage rates
6. Payment Terms: Specifies payment frequency, method, currency, and timing of royalty payments
7. Reporting Requirements: Outlines the licensee's obligations for reporting sales and calculating royalties
8. Record Keeping and Audit Rights: Specifies requirements for maintaining records and the licensor's right to audit
9. Intellectual Property Protection: Addresses protection and enforcement of the underlying intellectual property rights
10. Term and Termination: Sets out the duration of the agreement and circumstances for termination
11. General Provisions: Standard legal provisions including governing law, dispute resolution, and notices
1. Minimum Guarantee: Used when requiring minimum royalty payments regardless of actual sales
2. Quality Control: Important for trademark licenses or when product quality needs to be maintained
3. Sub-licensing Rights: Include when the licensee may be permitted to sub-license the rights
4. Tax Provisions: Detailed section needed for cross-border agreements addressing withholding tax
5. Currency Conversion: Required for international agreements with payments in multiple currencies
6. Development Obligations: Used in technology licenses where ongoing development is expected
7. Marketing Requirements: Include when the licensee has specific obligations to market or promote the licensed rights
8. Confidentiality: Detailed confidentiality provisions when sensitive information will be shared
1. Schedule 1: Licensed Rights: Detailed description of the intellectual property or rights being licensed
2. Schedule 2: Royalty Rates: Detailed breakdown of royalty rates, including any sliding scales or territory-specific rates
3. Schedule 3: Reporting Template: Template for regular royalty reports and calculations
4. Schedule 4: Approved Products: List of products or services covered by the license, if applicable
5. Schedule 5: Territory Definitions: Detailed description of territorial rights and restrictions
6. Schedule 6: Quality Standards: Specific quality requirements and standards to be maintained
7. Appendix A: Audit Procedures: Detailed procedures for conducting royalty audits
8. Appendix B: Calculation Examples: Examples showing how royalties should be calculated in various scenarios
Technology
Media and Entertainment
Publishing
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Music Industry
Fashion and Retail
Gaming
Research and Development
Consumer Products
Legal
Finance
Tax
Intellectual Property
Business Development
Commercial
Compliance
Accounting
Treasury
Research and Development
Revenue Management
Chief Financial Officer
Intellectual Property Counsel
Licensing Manager
Commercial Director
Finance Manager
Tax Manager
Business Development Manager
Legal Counsel
Contracts Manager
Royalty Administrator
IP Portfolio Manager
Chief Legal Officer
Financial Controller
Compliance Officer
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