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Licensing Agreement
"I need a UAE Licensing Agreement for software technology, where my Dubai-based company will license our payment processing software to banks across the GCC region, with the agreement starting January 2025 and including provisions for source code escrow."
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: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, whether exclusive or non-exclusive, and territory covered
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. License Fees and Payment Terms: Financial terms including royalties, payment schedule, and calculation methods
7. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements
8. Quality Control: Standards to be maintained and licensor's right to inspect and monitor
9. Confidentiality: Protection of confidential information and trade secrets
10. Warranties and Representations: Parties' warranties regarding IP rights, authority to contract, and compliance with laws
11. Indemnification: Mutual indemnification obligations and liability limitations
12. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Technology Transfer: Include for technical licenses requiring knowledge transfer or training
3. Export Control: Include when licensed products/technology are subject to export restrictions
4. Source Code Escrow: Include for software licensing agreements
5. Marketing and Promotion: Include when agreement covers trademark or brand licensing
6. Performance Targets: Include when license is conditional on achieving specific targets
7. Research and Development: Include when parties will collaborate on improvements
8. Competition Compliance: Include detailed competition law compliance for high-value licenses
9. Shariah Compliance: Include when parties require compliance with Islamic law principles
1. Schedule 1 - Licensed IP: Detailed description of licensed intellectual property, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details, standards, and requirements for licensed technology
3. Schedule 3 - Quality Standards: Detailed quality control requirements and specifications
4. Schedule 4 - Payment Terms: Detailed breakdown of fees, royalties, and payment calculations
5. Schedule 5 - Territory: Detailed description of geographic territories covered by the license
6. Schedule 6 - Approved Sub-contractors: List of approved sub-contractors or manufacturers if applicable
7. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks or brands
8. Appendix B - Service Level Agreement: Performance metrics and service levels if applicable
Authors
Agreement
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Foreground IP
Force Majeure
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Notice
Patents
Quality Standards
Renewal Term
Royalties
Specifications
Sub-license
Technical Documentation
Term
Trademarks
Trade Secrets
UAE
Working Day
Year
Intellectual Property
Licensed Use
Quality Control Requirements
Regulatory Approvals
Revenue
Third Party
Associated Rights
Commercial Purpose
Competitor
Default
Dispute
Export Control Laws
Good Industry Practice
Gross Sales
Implementation Schedule
Material Breach
Personnel
Records
Related Persons
Technology
Grant of License
Territory Rights
Term and Duration
Renewal
Fees and Royalties
Payment Terms
Quality Control
Quality Standards
Technical Support
Training
Intellectual Property Rights
IP Ownership
Improvements
Confidentiality
Non-Disclosure
Sub-Licensing
Assignment
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Record Keeping
Audit Rights
Reporting Requirements
Performance Obligations
Marketing Requirements
Competition Restrictions
Non-Compete
Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Technology Transfer
Export Control
Regulatory Compliance
Local Agency Requirements
Data Protection
Brand Protection
Technology & Software
Manufacturing
Pharmaceuticals
Consumer Goods
Media & Entertainment
Fashion & Retail
Automotive
Telecommunications
Biotechnology
Food & Beverage
Healthcare
Education
Legal
Intellectual Property
Commercial
Business Development
Research & Development
Compliance
Finance
Technology
Operations
Strategy
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Business Development Director
Chief Technology Officer
Commercial Director
Head of Research & Development
Chief Executive Officer
Contract Manager
Technology Transfer Officer
Compliance Officer
General Counsel
IP Portfolio Manager
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