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Licensing Agreement Terms
1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers
2. Background: Context of the agreement, including brief description of the intellectual property and purpose of the licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license (exclusive/non-exclusive), permitted uses, and territorial restrictions
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Intellectual Property Rights: Ownership declarations, protection of IP rights, and handling of improvements
8. Obligations of the Licensor: Licensor's responsibilities including maintenance of IP rights and technical support
9. Obligations of the Licensee: Licensee's responsibilities including usage restrictions and quality control
10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
11. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties
12. Confidentiality: Protection of confidential information exchanged during the agreement
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. General Provisions: Standard clauses including assignment, severability, and entire agreement
1. Quality Control: Required for trademark licenses or when licensed products must meet specific standards
2. Sub-licensing Rights: Include when licensee is permitted to sub-license the intellectual property
3. Source Code Escrow: For software licenses where source code access may be required under specific conditions
4. Export Control: Required when licensed technology may be subject to export restrictions
5. Data Protection: Include when the licensed technology involves processing personal data
6. Competition Law Compliance: Specific provisions ensuring compliance with EU competition law
7. Training and Support: When technical training or ongoing support is part of the license arrangement
8. Audit Rights: Include when licensor requires right to audit licensee's use or royalty calculations
9. Insurance Requirements: When specific insurance coverage is required for licensed activities
10. Marketing and Promotion: Include when agreement covers marketing rights or imposes marketing obligations
1. Schedule 1 - Licensed Intellectual Property: Detailed description of the licensed IP, including registration numbers and specifications
2. Schedule 2 - Royalty Calculations: Detailed formula and examples for calculating royalties
3. Schedule 3 - Technical Specifications: Technical details, performance requirements, and quality standards
4. Schedule 4 - Support Services: Description of support services, response times, and service levels
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule 6 - Territory: Detailed description of geographic territories where license is valid
7. Appendix A - Form of Royalty Report: Template for periodic royalty reporting
8. Appendix B - Quality Control Procedures: Detailed quality control requirements and procedures
9. Appendix C - Brand Guidelines: Guidelines for using licensed trademarks or branding elements
Authors
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Foreground IP
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Trademarks
Licensed Patents
License Fee
Net Sales
Patent Rights
Purpose
Quality Standards
Renewal Term
Royalties
Royalty Period
Specifications
Sub-license
Support Services
Technical Information
Term
Territory
Third Party
Trade Secrets
Working Day
Recitals
Definitions
Grant of License
License Scope
Territory Restrictions
Term and Duration
Renewal
Payment Terms
Royalties
Audit Rights
Quality Control
Performance Standards
Technical Support
Maintenance
Intellectual Property Rights
IP Protection
IP Ownership
Improvements
Sub-licensing
Confidentiality
Data Protection
Warranties
Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment
Change of Control
Termination
Consequences of Termination
Competition Law Compliance
Export Control
Insurance
Notice Requirements
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Counterparts
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