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Co Exclusive License
"I need a Co-Exclusive License agreement under German law for licensing our enterprise software platform to two separate distributors, one covering Northern Germany and one covering Southern Germany, with the agreement to commence on March 1, 2025."
1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement and brief description of the licensed subject matter
3. Definitions: Defined terms used throughout the agreement
4. Grant of Rights: Scope of the co-exclusive license, including territorial restrictions and field of use
5. Co-Exclusivity Terms: Specific provisions regarding the nature of co-exclusivity and relationship with other licensees
6. License Fees and Payment Terms: Financial terms including royalties, payment schedules, and reporting requirements
7. Protection and Enforcement of Rights: Obligations regarding IP protection and enforcement against infringers
8. Quality Control: Standards and requirements for use of the licensed rights
9. Representations and Warranties: Standard and specific warranties regarding the licensed rights
10. Term and Termination: Duration of the agreement and termination provisions
11. Post-Termination Obligations: Rights and obligations that survive termination
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Improvements: Provisions dealing with improvements to the licensed technology - relevant for technology licenses
2. Sub-licensing Rights: Terms governing the right to sub-license - include if sub-licensing is permitted
3. Technical Support: Support and maintenance terms - relevant for software or technical licenses
4. Marketing and Promotion: Requirements for marketing - particularly relevant for trademark licenses
5. Data Protection: GDPR compliance provisions - required if personal data processing is involved
6. Export Control: Export regulations compliance - necessary for international technology transfers
7. Source Code Escrow: Escrow arrangements - relevant for software licenses
8. Anti-corruption: Compliance with anti-corruption laws - important for international agreements
1. Schedule 1 - Licensed Rights: Detailed description of the IP rights being licensed
2. Schedule 2 - Territory: Detailed definition of the geographic territory covered
3. Schedule 3 - Technical Specifications: Technical details of licensed technology or products
4. Schedule 4 - Quality Standards: Detailed quality control requirements and specifications
5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties
6. Schedule 6 - Existing Licensees: List of other co-exclusive licensees and their territories/fields
7. Schedule 7 - Reporting Templates: Standard forms for required reports and notifications
8. Schedule 8 - Approved Sub-contractors: List of pre-approved sub-contractors if relevant
Authors
Affiliate
Background IP
Co-Exclusive License
Co-Exclusive Licensee
Co-Licensee
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Initial Term
Know-How
Licensed Products
Licensed Rights
Licensed Technology
Net Sales
Other Licensees
Patent Rights
Products
Quarter
Regulatory Approvals
Renewal Term
Restricted Information
Royalty
Specifications
Technical Documentation
Territory
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Intellectual Property Rights
Quality Standards
Reporting Period
Sales Revenue
Sub-licensee
Technical Information
Use
Valid Claim
Competitors
Development Data
Export Controls
Force Majeure Event
Implementation Period
Market
Minimum Performance Requirements
Quality Control Procedures
Regulatory Requirements
Related Rights
Grant of Rights
Co-Exclusivity
Territory Restrictions
Field of Use
License Fees
Royalties
Payment Terms
Quality Control
Technical Support
Performance Requirements
Intellectual Property Protection
Improvements
Sub-licensing
Confidentiality
Data Protection
Warranties
Indemnification
Liability Limitation
Force Majeure
Term and Duration
Termination
Post-Termination
Assignment
Competition Law Compliance
Export Control
Regulatory Compliance
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Representation
Reporting Requirements
Audit Rights
Non-Competition
Marketing and Promotion
Technical Documentation
Records Maintenance
Technology
Software Development
Pharmaceutical
Biotechnology
Manufacturing
Media and Entertainment
Telecommunications
Consumer Goods
Industrial Products
Research and Development
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Licensing
Technology Transfer
Corporate Development
Patents
Product Development
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Commercial Director
Head of Patents
Contracts Manager
Chief Legal Officer
IP Commercialization Manager
Technology Transfer Officer
Research and Development Director
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