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Cross License Agreement
1. Parties: Identification of all contracting parties, including their legal names, registration numbers, and addresses
2. Background: Context of the agreement, including each party's ownership of relevant intellectual property and their desire to enter into a cross-licensing arrangement
3. Definitions: Detailed definitions of technical terms, licensed intellectual property, and other key concepts used throughout the agreement
4. Grant of License: Explicit mutual grants of licenses, including scope, territory, and field of use for each party
5. License Restrictions: Specific limitations on the use of licensed intellectual property by each party
6. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
7. Representations and Warranties: Each party's assertions regarding ownership, right to license, and non-infringement of third-party rights
8. Confidentiality: Obligations regarding the protection of confidential information exchanged under the agreement
9. Indemnification: Mutual obligations to protect each other against third-party claims
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Royalties and Payments: Include when the cross-license involves monetary compensation or balancing payments
2. Quality Control: Necessary when licensed IP includes trademarks or requires maintaining certain quality standards
3. Sublicensing Rights: Include when parties may need to grant sublicenses to affiliates or third parties
4. Technology Transfer: Required when implementation of the licensed IP requires technical assistance or knowledge transfer
5. Export Control: Include when licensed technology is subject to export control regulations
6. Improvements: Necessary when parties want to address rights to improvements made to the licensed IP
7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over court proceedings
8. Patent Marking: Include when licensed IP includes patents that require proper marking of products
1. Schedule A - Licensed Patents: Detailed list of patents and patent applications included in the cross-license
2. Schedule B - Licensed Trademarks: List of trademarks covered by the agreement, if applicable
3. Schedule C - Technical Specifications: Technical details and specifications of the licensed technology
4. Schedule D - Quality Control Requirements: Specific quality standards and testing requirements, if applicable
5. Schedule E - Royalty Calculations: Detailed methodology for calculating any royalties or payments
6. Appendix 1 - Approved Sub-licensees: Pre-approved list of entities that may receive sublicenses
7. Appendix 2 - Implementation Timeline: Schedule for implementing the licensed technology or meeting certain milestones
8. Appendix 3 - Compliance Requirements: Specific regulatory or industry standards that must be met
Authors
Affiliate
Background IP
Confidential Information
Effective Date
Field of Use
Foreground IP
Improvements
Licensed Patents
Licensed Products
Licensed Technology
Licensed Trademarks
License Term
Net Sales
Patent Rights
Permitted Purpose
Proprietary Information
Subsidiary
Technical Documentation
Territory
Third Party
Trade Secrets
Valid Claim
Licensed Know-How
Implementation Date
Intellectual Property Rights
Patent Applications
Quality Standards
Royalty Period
Technical Specifications
Improvements
Commercial Use
Designated Personnel
Export Controls
Industrial Property Rights
Non-Assert Period
Related Applications
Standards
Technical Assistance
Working Day
Grant of License
License Restrictions
Consideration
Intellectual Property Rights
Confidentiality
Representations and Warranties
Term and Termination
Quality Control
Technical Support
Improvements
Non-Competition
Indemnification
Insurance
Force Majeure
Assignment
Dispute Resolution
Governing Law
Jurisdiction
Export Control
Compliance
Notice
Severability
Entire Agreement
Amendment
Waiver
Sublicensing
Patent Marking
Audit Rights
Regulatory Compliance
Technology Transfer
Non-Assert
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