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Partnership License Agreement
1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement, including business relationship and objectives
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Partnership Structure: Legal structure of the partnership, including roles and responsibilities
5. License Grant: Scope, nature, and limitations of the license being granted
6. Term and Termination: Duration of the agreement and termination provisions
7. Financial Terms: Payment terms, revenue sharing, and financial obligations
8. Intellectual Property Rights: Ownership and protection of IP, including improvements and developments
9. Confidentiality: Protection of confidential information and trade secrets
10. Representations and Warranties: Parties' assurances regarding their rights and capabilities
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Force Majeure: Provisions for unforeseen circumstances and their handling
13. Governing Law and Jurisdiction: Confirmation of Danish law application and dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignments
1. Quality Control: Standards and procedures for maintaining quality - include when licensing involves products or services
2. Territory Restrictions: Geographic limitations on the license - include when license is territory-specific
3. Marketing and Promotion: Rules for marketing licensed products/services - include when brand promotion is relevant
4. Data Protection: GDPR compliance provisions - include when personal data processing is involved
5. Competition Compliance: Anti-trust compliance measures - include when license affects market competition
6. Exit Strategy: Procedures for partner exit or buy-out - include for long-term partnerships
7. Training and Support: Terms for technical support and training - include when licensed technology requires ongoing support
8. Insurance: Insurance requirements - include when significant operational risks exist
1. Schedule 1 - Licensed IP: Detailed description of intellectual property covered by the license
2. Schedule 2 - Financial Terms: Detailed payment terms, calculations, and revenue sharing formulas
3. Schedule 3 - Technical Specifications: Technical details of licensed technology or products
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Service Levels: Performance metrics and service level requirements
6. Appendix A - Approved Forms: Standard forms and templates for operational use
7. Appendix B - Brand Guidelines: Guidelines for brand usage and marketing materials
8. Appendix C - Compliance Requirements: Detailed regulatory and compliance requirements
Authors
Affiliate
Background IP
Business Day
Business Plan
Commencement Date
Confidential Information
Control
Developed IP
Effective Date
Force Majeure Event
Foreground IP
Gross Revenue
Improvement
Initial Term
Intellectual Property Rights
License
Licensed Material
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Revenue
Partnership
Partnership Assets
Partnership Interest
Partnership Share
Partners
Patent Rights
Quality Standards
Quarter
Renewal Term
Royalties
Services
Specifications
Term
Territory
Trade Marks
Working Day
License Grant
Intellectual Property Rights
Financial Terms
Royalty Payments
Revenue Sharing
Quality Control
Confidentiality
Non-Competition
Term and Termination
Warranties and Representations
Liability and Indemnification
Force Majeure
Assignment and Transfer
Dispute Resolution
Governing Law
Partnership Governance
Decision Making
Capital Contributions
Profit Distribution
Exit Rights
Territory Restrictions
Performance Obligations
Reporting Requirements
Audit Rights
Insurance
Compliance
Data Protection
Notice Requirements
Amendment Procedures
Entire Agreement
Severability
Third Party Rights
Further Assurance
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