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Standard Licence Agreement
"I need a Standard License Agreement for licensing our proprietary software to enterprise customers in Australia, with specific provisions for source code escrow and quarterly usage reporting requirements, planned to take effect from March 2025."
1. Parties: Identification and details of the licensor and licensee, including registered addresses and ACN/ABN numbers
2. Background: Context of the agreement, ownership of the licensed property, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive
5. Term and Termination: Duration of the license, renewal provisions, and circumstances for termination
6. License Fees and Payment: Financial terms, payment schedule, and any royalty calculations
7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed property
8. Quality Control: Standards and requirements for use of the licensed property
9. Intellectual Property Rights: Protection of IP rights, ownership declarations, and infringement procedures
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Warranties and Indemnities: Representations about the licensed property and allocation of risks
12. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties
2. Technical Support: Include when the license includes provision of technical support or maintenance services
3. Source Code Escrow: Include for software licenses where source code access may be required in specific circumstances
4. Geographic Restrictions: Include when the license is limited to specific territories or regions
5. Marketing and Promotion: Include when the agreement covers marketing rights or obligations
6. Audit Rights: Include when licensor requires rights to audit licensee's use or royalty calculations
7. Data Protection: Include when personal data processing is involved in the licensed activities
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property or assets 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 the licensed property
4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and procedures
5. Schedule 5 - Approved Use Guidelines: Specific guidelines for how the licensed property may be used
6. Appendix A - Brand Guidelines: If applicable, guidelines for use of licensed branding elements
7. Appendix B - Support Services: If applicable, details of technical support or maintenance services
Authors
Approved Purpose
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License
License Fee
Licensed Property
Licensed Territory
Licensee
Licensor
Improvements
Initial Term
Insolvency Event
Moral Rights
Net Sales
Patent Rights
Permitted Use
Quality Standards
Renewal Term
Royalties
Specifications
Term
Third Party
Trade Marks
Updates
Warranties
Working Day
Grant of License
Scope of License
Term and Renewal
License Fees and Royalties
Payment Terms
Quality Control
Intellectual Property Rights
Sub-licensing
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Termination
Force Majeure
Assignment
Disputes Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendments
Compliance with Laws
Audit Rights
Performance Obligations
Reporting Requirements
Technical Support
Territory Restrictions
Non-Competition
Insurance
Relationship of Parties
Technology
Software Development
Manufacturing
Retail
Media and Entertainment
Pharmaceuticals
Biotechnology
Consumer Goods
Professional Services
Education
Healthcare
Telecommunications
Research and Development
Fashion and Apparel
Legal
Commercial
Intellectual Property
Business Development
Licensing
Compliance
Risk Management
Research and Development
Product Development
Technology Transfer
Corporate Affairs
Operations
Legal Counsel
Commercial Manager
Licensing Manager
Intellectual Property Manager
Business Development Director
Chief Technology Officer
Contract Administrator
Compliance Officer
Risk Manager
General Counsel
Commercial Director
Chief Legal Officer
IP Counsel
Technology Transfer Manager
Partnership Manager
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