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Irrevocable License
1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement and description of the licensed property
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Detailed description of the license granted, explicitly stating its irrevocable nature
5. Scope of License: Specific rights granted, territorial scope, and any limitations
6. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Licensee Obligations: Key obligations and responsibilities of the licensee
9. Quality Control: Standards and requirements for use of the licensed property
10. Representations and Warranties: Standard warranties regarding ownership, authority to license, and non-infringement
11. Indemnification: Mutual indemnification obligations and process
12. Limitation of Liability: Limitations on liability and exclusions under Danish law
13. Confidentiality: Protection of confidential information exchanged
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Confirmation of Danish law governance and jurisdiction
16. General Provisions: Standard boilerplate provisions including notices, assignment, and severability
1. Sublicensing Rights: Include when licensee is permitted to sublicense the rights
2. Technology Transfer: Include when license includes transfer of technical knowledge or support
3. Regulatory Compliance: Include for regulated industries or products
4. Export Control: Include when licensed property may be subject to export restrictions
5. Source Code Escrow: Include for software licenses where source code access may be required
6. Performance Requirements: Include when license is conditional on achieving certain performance metrics
7. Development Obligations: Include when license includes obligations to develop or improve the licensed property
8. Data Protection: Include when personal data processing is involved
9. Insurance Requirements: Include when specific insurance coverage is required for licensed activities
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed property
3. Schedule 3 - Quality Standards: Detailed quality control requirements and procedures
4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
5. Schedule 5 - Approved Use Guidelines: Specific guidelines for how the licensed property may be used
6. Appendix A - Form of Reports: Templates for required reporting
7. Appendix B - Contact Details: Key contacts and notice details for both parties
Authors
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Control
Derivative Works
Effective Date
Force Majeure Event
Improvements
Intellectual Property Rights
Licensed Property
Licensed Products
Licensed Territory
License Fee
License Period
Licensee
Licensor
Net Sales
Patent Rights
Personal Data
Quality Standards
Regulatory Approvals
Royalties
Specifications
Technical Documentation
Technical Information
Term
Third Party
Trade Secrets
Use
Working Day
Definitions
License Grant
Scope of License
License Fees and Royalties
Payment Terms
Quality Control
Intellectual Property Rights
Technical Support
Maintenance and Updates
Representations and Warranties
Compliance
Record Keeping
Audit Rights
Confidentiality
Data Protection
Force Majeure
Liability
Indemnification
Insurance
Assignment
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Regulatory Compliance
Export Control
Territory Restrictions
Reporting Requirements
Performance Standards
Sub-licensing
Non-Competition
Technology Transfer
Documentation Requirements
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