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Perpetual Royalty License
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' objectives
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Rights, Territory, and Royalty Rates
4. Grant of Rights: Explicit description of the perpetual license granted, including scope, territory, and any restrictions
5. Royalty Obligations: Detailed structure of royalty calculations, payment terms, currency, and payment methods
6. Reporting and Audit Rights: Requirements for regular reporting of sales/usage, record-keeping obligations, and licensor's audit rights
7. Quality Control: Standards for using the licensed rights and quality maintenance requirements
8. Representations and Warranties: Parties' representations regarding ownership, authority to license, and standard warranties
9. Indemnification: Mutual indemnification obligations and procedures for handling third-party claims
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Limited Termination Rights: Specific circumstances under which the perpetual license may be terminated (e.g., material breach, insolvency)
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law provisions
13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Sublicensing Rights: Include when licensee is permitted to sublicense the rights to third parties
2. Minimum Royalty Guarantees: Include when there are minimum payment obligations regardless of actual sales/usage
3. Development Obligations: Include when licensee has obligations to develop or commercialize the licensed rights
4. Marketing Requirements: Include when specific marketing obligations or restrictions apply
5. Competition Restrictions: Include when there are non-compete or territorial restrictions
6. Source Code Escrow: Include for software licenses where source code access might be needed
7. Technology Transfer: Include when technical support or knowledge transfer is part of the agreement
8. Export Control: Include when licensed rights are subject to export control regulations
1. Schedule A - Licensed Rights: Detailed description of all intellectual property covered by the license
2. Schedule B - Royalty Calculations: Detailed formula and examples for calculating royalties
3. Schedule C - Reporting Template: Standard format for periodic royalty reports
4. Schedule D - Quality Standards: Specific quality requirements and testing procedures
5. Schedule E - Technical Specifications: Technical details of licensed technology or products
6. Schedule F - Approved Form of Sublicense: Template for permitted sublicense agreements
7. Schedule G - Territory Definition: Detailed description of geographic scope including any restrictions
8. Appendix 1 - Contact Details: Key contacts for various aspects of agreement administration
Authors
Affiliate
Applicable Laws
Authorized Purpose
Background IP
Commencement Date
Confidential Information
Derivatives
Effective Date
Force Majeure Event
Gross Revenue
Improvements
Licensed Products
Licensed Rights
Licensed Technology
Net Sales
Patents
Perpetual License
Quality Standards
Quarter
Reporting Period
Royalty Rate
Royalty Statement
Sell-off Period
Specifications
Subsidiary
Technical Documentation
Territory
Third Party
Trade Secrets
Trademarks
Usage Rights
Working Day
Payment Terms
Royalty Calculations
Perpetual Rights
Quality Control
Audit Rights
Reporting Requirements
Intellectual Property Rights
Confidentiality
Representations and Warranties
Indemnification
Limited Termination Rights
Force Majeure
Assignment
Compliance with Laws
Record Keeping
Territory Restrictions
Quality Standards
Technical Support
Dispute Resolution
Governing Law
Notices
Severability
Entire Agreement
Amendments
Third Party Rights
Further Assurance
Waiver
Data Protection
Export Control
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