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Commercial Licensing Agreement
"I need a Commercial Licensing Agreement for licensing our proprietary software to enterprise customers in Australia and New Zealand, with specific provisions for source code escrow and quarterly performance audits, planned to commence from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the licensed property and purpose
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including territory, exclusivity, and permitted uses
5. License Fees and Payment Terms: Financial terms, payment schedule, and calculation of royalties if applicable
6. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
7. Intellectual Property Rights: Ownership declarations and IP protection obligations
8. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
9. Confidentiality: Protection of confidential information exchanged during the license period
10. Indemnification: Mutual or unilateral indemnification obligations for various risks
11. Limitation of Liability: Caps on liability and exclusions of certain types of damages
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: For software licenses, provisions for source code protection and release conditions
2. Performance Requirements: Specific performance metrics or minimum requirements the licensee must maintain
3. Quality Control: For trademark or brand licensing, requirements for maintaining quality standards
4. Training and Support: Terms for technical support, maintenance, and training services if provided
5. Sublicensing Rights: Terms governing the licensee's right to sublicense to third parties
6. Export Control: For international licensing, compliance with export control regulations
7. Data Protection: Specific provisions for handling personal data under privacy laws
8. Insurance: Requirements for insurance coverage by either party
9. Audit Rights: Rights to audit licensee's use of licensed property and royalty calculations
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Specifications: Technical details, performance requirements, and standards
4. Schedule 4 - Service Level Agreement: Details of support services, response times, and service levels if applicable
5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees if applicable
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed property
7. Appendix B - Form of Reports: Templates for required reporting such as royalty calculations
8. Appendix C - Security Requirements: Security protocols and requirements for handling licensed property
Authors
Approved Purpose
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Excluded Uses
Force Majeure Event
GST
Intellectual Property Rights
Licensed Property
License Fee
License Period
License Territory
Licensee
Licensor
Loss
Material Breach
Modifications
Net Sales
Notice
Payment Date
Performance Standards
Permitted Uses
Related Body Corporate
Renewal Term
Reporting Period
Royalties
Source Code
Specifications
Sublicense
Support Services
Technical Information
Term
Third Party Components
Trade Marks
Updates
User
Working Hours
Definitions
Grant of License
License Scope
Territory Restrictions
Term and Duration
Payment Terms
Royalties
Usage Rights
Intellectual Property Rights
Warranties
Representations
Quality Control
Performance Standards
Confidentiality
Data Protection
Audit Rights
Reporting Requirements
Technical Support
Maintenance
Training
Documentation
Modifications
Updates
Sublicensing
Assignment
Non-Competition
Non-Solicitation
Indemnification
Limitation of Liability
Insurance
Force Majeure
Dispute Resolution
Termination
Post-Termination Obligations
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Variation
Waiver
Further Assurance
Counterparts
GST
Costs
Technology
Software Development
Manufacturing
Media and Entertainment
Pharmaceuticals
Biotechnology
Consumer Goods
Retail
Telecommunications
Research and Development
Education
Healthcare
Fashion and Apparel
Automotive
Energy
Legal
Intellectual Property
Commercial Operations
Business Development
Technology
Innovation
Product Development
Compliance
Risk Management
Finance
Operations
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Contract Administrator
Chief Technology Officer
Innovation Director
Product Manager
Compliance Officer
Risk Manager
General Counsel
IP Strategist
Technology Transfer Officer
Commercial Operations Manager
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