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Non Exclusive Licence
"I need a Non-Exclusive License agreement for my software company to license our inventory management system to multiple Australian retailers, with quarterly royalty payments of 5% of net sales and the agreement to commence on March 1, 2025."
1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Contextual information explaining the purpose of the license and the rights being licensed
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Grant of License: Specifies the exact rights being granted, their non-exclusive nature, and any territorial limitations
5. Term and Termination: Details the duration of the license and circumstances under which it can be terminated
6. License Fees and Payment Terms: Outlines the financial terms, payment schedule, and any royalty calculations
7. Intellectual Property Rights: Confirms ownership of IP and extent of rights granted under the license
8. Obligations of the Parties: Lists specific responsibilities of both licensor and licensee
9. Quality Control: Standards and requirements for use of the licensed material
10. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
11. Indemnification: Mutual or one-way indemnification provisions for potential claims
12. Confidentiality: Protection of confidential information exchanged during the license relationship
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
14. Execution: Signature blocks and execution details
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the rights to third parties
2. Territory Restrictions: Detailed section needed when license is limited to specific geographic areas
3. Marketing and Promotion: Include when agreement covers marketing rights and obligations
4. Minimum Performance Requirements: Add when license includes performance targets or minimum sales requirements
5. Technical Support: Include when licensor provides technical support or maintenance services
6. Audit Rights: Add when licensor requires right to audit licensee's use or royalty calculations
7. Data Protection: Include when license involves processing of personal data
8. Export Control: Add when licensed material may be subject to export control regulations
9. Source Code Escrow: Include for software licenses where source code protection is needed
1. Schedule 1 - Licensed Material: 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 and specifications of licensed material
4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and processes
5. Schedule 5 - Approved Use Guidelines: Specific guidelines for how licensed material may be used
6. Appendix A - Reporting Templates: Standard templates for required reporting
7. Appendix B - Brand Guidelines: If applicable, guidelines for use of licensed brands or marks
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Intellectual Property Rights
License
License Fee
Licensed Material
Licensed Products
Licensed Territory
Licensee
Licensor
Modifications
Net Sales
Notice
Permitted Purpose
Permitted Use
Quality Standards
Royalties
Term
Third Party
Trade Marks
Update
Use
Working Day
License Scope
Territory
Term and Duration
Termination
Payment and Royalties
Intellectual Property Rights
Quality Control
Warranties
Representations
Confidentiality
Non-Competition
Assignment
Sub-licensing
Indemnification
Liability Limitation
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Waiver
Further Assurance
Costs
Good Faith
Counterparts
Authority
Interpretation
Technology
Media and Entertainment
Manufacturing
Pharmaceuticals
Biotechnology
Software Development
Retail
Consumer Goods
Professional Services
Education
Research and Development
Healthcare
Telecommunications
Creative Industries
Publishing
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Product Development
Innovation
Compliance
Technology
Corporate Affairs
Brand Management
Content Management
Legal Counsel
Intellectual Property Manager
Licensing Manager
Business Development Director
Commercial Manager
Contract Manager
Chief Technology Officer
Innovation Director
Research Director
Product Manager
Brand Manager
Content Manager
Software Development Manager
Corporate Counsel
IP Rights Administrator
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