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Out Licensing Agreement
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement, ownership of IP, and purpose of the licensing arrangement
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope of license, territory, exclusivity, and field of use restrictions
5. Payment Terms: License fees, royalties, payment methods, and currency
6. Royalty Reports and Auditing: Reporting requirements, record-keeping obligations, and audit rights
7. Quality Control: Quality standards, approval procedures, and inspection rights
8. IP Protection: Trademark usage guidelines, patent marking requirements, and enforcement provisions
9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
10. Indemnification: Mutual indemnification obligations and procedures
11. Term and Termination: Duration, renewal options, and termination rights
12. Post-Termination Obligations: Rights and obligations that survive termination
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Confidentiality: Detailed confidentiality obligations when sensitive technical information is shared
2. Technical Support and Training: Terms for technical assistance and training if provided by licensor
3. Improvements: Rights and obligations regarding improvements to licensed technology
4. Sublicensing: Terms and conditions for sublicensing rights if granted
5. Manufacturing Requirements: Specific manufacturing standards and processes if applicable
6. Marketing and Promotion: Requirements for marketing and promoting licensed products
7. Regulatory Compliance: Industry-specific regulatory requirements if applicable
8. Export Control: Export control provisions for international licensing
1. Schedule 1 - Licensed IP: Detailed description of patents, trademarks, or other IP being licensed
2. Schedule 2 - Products: List and specifications of licensed products
3. Schedule 3 - Territory: Detailed description of licensed territory including any restrictions
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties
5. Schedule 5 - Quality Standards: Detailed quality control requirements and specifications
6. Schedule 6 - Technical Information: Technical documentation and know-how being provided
7. Schedule 7 - Approved Form of Royalty Report: Template for required royalty reports
8. Schedule 8 - Trademark Usage Guidelines: Specific requirements for using licensed trademarks
Authors
Agreement
Applicable Laws
Background IP
Commencement Date
Confidential Information
Effective Date
Field of Use
Foreground IP
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Technology
Licensed Patents
Licensed Trademarks
Licensed Territory
Net Sales
Patent Rights
Products
Quality Standards
Regulatory Approvals
Renewal Term
Royalty Period
Royalty Rate
Royalty Report
Specifications
Sublicense
Sublicensee
Technical Documentation
Technical Information
Term
Third Party
Trademark Guidelines
Working Day
Quarter
Reporting Period
Minimum Royalty
Force Majeure Event
Gross Margin
Improvement Notice
Licensed Materials
Marketing Materials
Patent Expenses
Quality Control Procedures
Registered Rights
Sales Report
Technical Support
Territory and Exclusivity
Sublicensing
Royalties and Payments
Payment Terms
Audit Rights
Quality Control
Technical Support
Confidentiality
Intellectual Property Rights
IP Protection
IP Enforcement
Representations and Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Regulatory Compliance
Record Keeping
Reporting Requirements
Marketing and Promotion
Technical Documentation
Improvements
Non-Competition
Export Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Further Assurance
Third Party Rights
Compliance with Laws
Data Protection
Post-Termination Obligations
Trademark Usage
Performance Obligations
Insurance
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