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Third Party License
"I need a Third Party License agreement for licensing our proprietary software to Australian educational institutions, with specific provisions for usage restrictions during academic terms and a tiered pricing model based on student numbers."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed material/property
3. Definitions: Defined terms used throughout the agreement
4. License Grant: Scope and nature of the license, including any restrictions on use
5. Term and Termination: Duration of the license and circumstances for termination
6. Payment Terms: License fees, royalties, payment schedule, and related financial terms
7. Intellectual Property Rights: Ownership and protection of IP rights
8. Warranties and Representations: Guarantees provided by both parties regarding the licensed material and their authority
9. Confidentiality: Protection of confidential information exchanged during the agreement
10. Indemnification: Parties' obligations to protect each other from third-party claims
11. Limitation of Liability: Limits on parties' liability under the agreement
12. General Provisions: Standard clauses including governing law, notices, and assignment
1. Territory Restrictions: Defines geographical limitations on the license use
2. Quality Control: Include when licensed material requires specific quality standards or monitoring
3. Sub-licensing Rights: Include when licensee may be permitted to sub-license
4. Performance Requirements: Include when specific performance metrics or minimum requirements apply
5. Marketing and Promotion: Include when the agreement involves branding or marketing obligations
6. Source Code Escrow: Include for software licenses requiring code protection
7. Data Protection: Include when personal data processing is involved
8. Export Control: Include for international licenses involving restricted technologies
9. Training and Support: Include when ongoing technical support or training is part of the license
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or materials
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Specifications: Technical requirements and specifications for the licensed material
4. Schedule 4 - Service Levels: Performance standards and service level requirements if applicable
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material
7. Appendix B - Reporting Requirements: Templates and requirements for periodic reporting
8. Appendix C - Compliance Checklist: Checklist for maintaining compliance with license terms
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Derivative Works
Documentation
Effective Date
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
License
License Fees
Licensed Material
Licensed Technology
Licensed Territory
Licensee
Licensor
Maintenance Services
Material Breach
Net Sales
Notice
Permitted Purpose
Permitted Users
Related Body Corporate
Renewal Term
Royalties
Source Code
Specifications
Sub-license
Support Services
Technical Information
Term
Third Party Materials
Trade Marks
Updates
Use
User Documentation
Warranty Period
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties and Representations
Indemnification
Limitation of Liability
Term and Termination
Quality Control
Territory Restrictions
Sub-licensing
Performance Requirements
Audit Rights
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notice Requirements
Export Control
Data Protection
Support and Maintenance
Reporting Requirements
Non-Competition
Amendment and Modification
Entire Agreement
Severability
Compliance with Laws
Insurance
Third Party Rights
Interpretation
Technology and Software
Media and Entertainment
Telecommunications
Manufacturing
Pharmaceuticals and Healthcare
Research and Development
Consumer Products
Education
Financial Services
Professional Services
Legal
Intellectual Property
Commercial
Business Development
Compliance
Technology
Innovation
Product Development
Procurement
Finance
Legal Counsel
Intellectual Property Manager
Licensing Manager
Business Development Manager
Commercial Director
Contract Manager
Compliance Officer
Technology Transfer Officer
Chief Technology Officer
Innovation Manager
Product Manager
General Counsel
IP Rights Administrator
Partnership Manager
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