A Sub Licence Agreement is essential when a licensee wishes to extend their licensed intellectual property rights to third parties in the United States market. This document is commonly used in situations where the original licensee has obtained rights to intellectual property (such as patents, trademarks, copyrights, or trade secrets) and seeks to monetize these rights by granting permissions to additional parties. The agreement must carefully balance the interests of all parties while ensuring compliance with both the head license terms and applicable US federal and state laws. It typically includes detailed provisions on scope of use, territory restrictions, quality control, royalty payments, and termination rights. This type of agreement is particularly crucial in industries where technology transfer, brand licensing, or content distribution requires multiple layers of rights management.
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1. Parties: Identification of the sub-licensor and sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the head license and confirmation of sub-licensing rights
3. Definitions: Key terms used throughout the agreement, including specific technical, commercial, and legal terminology
4. Grant of Sub-License: Detailed description of the rights being sub-licensed, including scope, territory, and any restrictions
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Payment Terms: Financial terms including royalties, fees, payment schedule, and reporting requirements
7. Quality Control: Standards and requirements for using the licensed intellectual property
8. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
9. Warranties and Representations: Assurances about the right to grant the sub-license and other key promises
10. Indemnification: Obligations to protect against and compensate for losses
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. General Provisions: Standard clauses including governing law, notices, and assignment rights
1. Minimum Performance Requirements: Used when the sub-licensee must meet specific sales or performance targets
2. Marketing and Promotion: Include when the agreement involves specific marketing obligations or restrictions
3. Technical Support: Required when the sub-license includes provision of technical support or maintenance
4. Training: Include when the sub-licensor must provide training on using the licensed IP
5. Audit Rights: Used when detailed financial or quality control auditing is required
6. Source Code Escrow: Include for software sub-licenses where source code protection is needed
7. Export Control: Required when the licensed IP is subject to export control regulations
8. Data Protection: Include when personal data processing is involved in the sub-licensed activities
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being sub-licensed
2. Schedule 2 - Territory: Specific geographical areas where the sub-license applies
3. Schedule 3 - Royalty Calculations: Detailed formula and examples for calculating royalties
4. Schedule 4 - Technical Specifications: Technical details of licensed products or technology
5. Schedule 5 - Quality Control Standards: Detailed quality requirements and testing procedures
6. Schedule 6 - Head License Terms: Relevant excerpts from the head license that affect the sub-license
7. Appendix A - Approved Forms of Marketing Materials: Ƶ or guidelines for marketing materials
8. Appendix B - Reporting Ƶ: Standard forms for required periodic reports
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