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License Transfer Agreement
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the agreement and brief description of the license being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the license rights being transferred
5. Transfer Terms: Specific terms and conditions of the license transfer
6. Consideration: Financial terms, payment schedule, and any adjustments
7. Effective Date and Term: When the transfer takes effect and duration of any ongoing obligations
8. Representations and Warranties: Parties' assertions about their authority, ownership, and the license
9. Liability and Indemnification: Allocation of risks and responsibilities between parties
10. Confidentiality: Protection of confidential information exchanged during and after transfer
11. Governing Law and Jurisdiction: Specification of Danish law application and jurisdiction
12. Execution: Signature blocks and execution formalities
1. Third Party Rights: Required when the license involves or affects third party rights or obligations
2. Tax Provisions: Include when specific tax arrangements or implications need to be addressed
3. Competition Law Compliance: Necessary when the transfer might have competition law implications
4. Registration and Recordal: Include when the license transfer requires registration with authorities
5. Transitional Provisions: Used when ongoing support or transition period is needed
6. Sub-license Provisions: Include when addressing existing or future sub-licensing rights
7. Quality Control: Necessary for trademark licenses or when quality standards must be maintained
8. Export Control: Required when the licensed technology is subject to export restrictions
1. Schedule 1 - Licensed Rights: Detailed description of the license rights being transferred, including registration numbers
2. Schedule 2 - Existing Agreements: List of any existing agreements affecting the license
3. Schedule 3 - Payment Terms: Detailed payment schedules, calculation methods, and financial terms
4. Schedule 4 - Technical Documentation: List of all technical documentation included in the transfer
5. Schedule 5 - Existing Sub-licenses: Details of any existing sub-licenses that will be maintained
6. Appendix A - Due Diligence Results: Summary of due diligence findings regarding the license
7. Appendix B - Form of Recordal: Template documents for recording the transfer with relevant authorities
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Consideration
Current Licensee
Effective Date
Encumbrance
Existing Sub-licenses
Force Majeure
Intellectual Property Rights
Know-how
Licensed Products
Licensed Rights
Licensed Technology
New Licensee
Original License Agreement
Parties
Patent Rights
Permitted Use
Quarter
Registered Rights
Related Agreements
Relevant Authority
Royalties
Schedule
Technical Documentation
Term
Territory
Third Party Rights
Trade Secrets
Transfer Date
Transfer Period
Unregistered Rights
Working Day
Transfer of Rights
Consideration and Payment
Warranties and Representations
Assignment
Confidentiality
Intellectual Property
Liability and Indemnification
Force Majeure
Competition Law Compliance
Registration and Recordal
Sub-licensing
Quality Control
Transitional Provisions
Term and Termination
Regulatory Compliance
Third Party Rights
Tax
Further Assurance
Notices
Entire Agreement
Severability
Waiver
Amendments
Governing Law and Jurisdiction
Dispute Resolution
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