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Joint Venture Licensing Agreement
1. Parties: Identification and details of the joint venture partners entering into the licensing agreement
2. Background: Context of the agreement, including business objectives and purpose of the joint venture licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Collaboration: Details of the joint venture's scope and the nature of the licensing arrangement
5. Grant of License: Specific terms of the license being granted, including territory, exclusivity, and permitted uses
6. Intellectual Property Rights: Ownership and handling of existing and newly created intellectual property
7. Financial Terms: Payment terms, royalties, profit sharing, and financial obligations of parties
8. Governance Structure: Management and decision-making framework for the joint venture
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Protection and handling of confidential information
11. Representations and Warranties: Legal assurances and guarantees provided by each party
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Dispute Resolution: Procedures for handling disputes, including jurisdiction and applicable law
14. General Provisions: Standard legal clauses including notices, assignment, and amendment procedures
1. Quality Control: Standards and procedures for maintaining quality of licensed products/services. Include when licensing involves manufacturing or service delivery
2. Technology Transfer: Processes for transferring technical knowledge and support. Required when complex technical knowledge is being shared
3. Export Control: Compliance with international trade regulations. Include when cross-border activities are involved
4. Environmental Compliance: Environmental standards and obligations. Include when manufacturing or environmentally sensitive activities are involved
5. Employee Matters: Handling of personnel, secondments, and employment issues. Include when staff will be shared or transferred
6. Competition Compliance: Specific provisions ensuring compliance with competition laws. Include when parties are competitors or in highly regulated markets
7. Data Protection: Specific provisions for handling personal data. Include when personal data processing is involved
8. Insurance: Insurance requirements and obligations. Include when significant operational risks exist
1. Licensed IP Schedule: Detailed list of intellectual property being licensed
2. Technical Specifications: Technical details of licensed technology or products
3. Quality Standards: Specific quality requirements and testing procedures
4. Royalty Calculations: Detailed methodology for calculating royalties and payments
5. Territory Definition: Specific geographical areas covered by the license
6. Key Performance Indicators: Metrics for measuring joint venture performance
7. Governance Procedures: Detailed procedures for management and decision-making
8. Initial Business Plan: Initial strategic plan and objectives for the joint venture
Authors
Affiliate
Background IP
Business Day
Business Plan
Commencement Date
Confidential Information
Control
Effective Date
Field of Use
Force Majeure
Foreground IP
Governing Law
Improvements
Intellectual Property Rights
Joint Venture
Know-How
License
Licensed Products
Licensed Technology
Net Sales
Patent Rights
Permitted Purpose
Quarter
Royalties
Subsidiary
Technical Information
Territory
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Quality Standards
Licensed Materials
Joint Venture Board
Management Committee
Project
Technology Transfer Plan
Regulatory Approvals
Commercial Launch
Development Phase
Exit Event
Good Industry Practice
Implementation Plan
Key Performance Indicators
Material Breach
Operating Costs
Performance Targets
Reserved Matters
Definitions
Joint Venture Scope
License Grant
Intellectual Property Rights
Technology Transfer
Governance Structure
Financial Provisions
Royalties
Quality Control
Confidentiality
Non-Competition
Territory Restrictions
Term and Duration
Termination
Force Majeure
Representations and Warranties
Liability and Indemnification
Insurance
Regulatory Compliance
Data Protection
Export Control
Anti-Corruption
Environmental Compliance
Health and Safety
Employment Matters
Dispute Resolution
Governing Law
Assignment
Amendments
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
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