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Intercompany License Agreement
"I need an Intercompany License Agreement for our Canadian parent company to license our proprietary software and related patents to our UK subsidiary, with specific provisions for transfer pricing compliance and the right to sublicense to other European subsidiaries."
1. Parties: Identification of the related companies entering into the agreement, including registration details and addresses
2. Background: Context of the agreement, relationship between the parties, and purpose of the license arrangement
3. Definitions: Defined terms used throughout the agreement, including technical terms, corporate relationships, and licensed materials
4. Grant of License: Scope and nature of the license being granted, including territory, exclusivity, and field of use
5. License Fees and Payment Terms: Financial terms, payment schedules, and transfer pricing methodology
6. Intellectual Property Rights: Ownership of IP, improvements, and derivative works
7. Quality Control: Standards for use of licensed materials and quality assurance requirements
8. Confidentiality: Protection of confidential information exchanged under the agreement
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Sublicensing Rights: Include when the licensee needs the right to sublicense to other group companies
2. Technical Support and Maintenance: Include when the license includes ongoing technical support services
3. Data Protection: Include when the licensed materials involve personal data processing
4. Export Control: Include for international group companies when technology transfer is subject to export regulations
5. Tax Provisions: Include detailed tax clauses when complex international tax implications exist
6. Group Company Rights: Include when benefits need to extend to other group companies
7. Change of Control: Include when specific provisions are needed for corporate restructuring scenarios
1. Schedule A - Licensed Materials: Detailed description of intellectual property being licensed
2. Schedule B - License Fees and Payment Terms: Detailed pricing structure and transfer pricing methodology
3. Schedule C - Technical Specifications: Technical details and standards for licensed materials
4. Schedule D - Service Levels: Performance metrics and service levels if technical support is included
5. Schedule E - Affiliate Companies: List of group companies covered by or benefiting from the agreement
6. Appendix 1 - Compliance Requirements: Specific regulatory or corporate compliance requirements
7. Appendix 2 - Transfer Pricing Study: Supporting transfer pricing analysis and documentation
Authors
Agreement
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Control
Derivative Works
Effective Date
Fair Market Value
Force Majeure
Group
Improvements
Initial Term
Intellectual Property Rights
License
License Fees
Licensed Materials
Licensed Products
Licensed Technology
Licensee
Licensor
Modifications
Net Sales
Parent Company
Patents
Related Party
Renewal Term
Royalty
Subsidiary
Technical Documentation
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Transfer Pricing Requirements
Use
Grant of License
Scope of License
License Fees
Payment Terms
Transfer Pricing
Intellectual Property Rights
Quality Control
Technical Support
Confidentiality
Data Protection
Warranties
Indemnification
Term and Termination
Force Majeure
Assignment
Sublicensing
Audit Rights
Compliance
Regulatory Requirements
Corporate Authority
Relationship of Parties
Export Control
Tax
Dispute Resolution
Governing Law
Entire Agreement
Amendment
Severability
Notices
Further Assurance
Counterparts
Technology
Software Development
Manufacturing
Pharmaceutical
Biotechnology
Financial Services
Telecommunications
Consumer Goods
Energy
Media and Entertainment
Professional Services
Healthcare
Automotive
Legal
Finance
Tax
Intellectual Property
Compliance
Corporate Governance
Operations
Technology
Commercial
Treasury
Risk Management
Legal Counsel
Corporate Lawyer
Tax Director
Intellectual Property Manager
Licensing Manager
Chief Legal Officer
Chief Financial Officer
Transfer Pricing Specialist
Compliance Officer
Corporate Secretary
General Counsel
IP Counsel
Commercial Director
Head of Legal
Chief Technology Officer
Chief Operating Officer
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