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Royalty License Agreement
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the intellectual property being licensed
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including territory and field of use
5. Royalty Payments: Detailed terms of royalty calculations, payment schedules, and reporting requirements
6. Records and Auditing: Requirements for maintaining records and licensor's audit rights
7. Quality Control: Standards and requirements for use of the licensed IP
8. Intellectual Property Protection: Obligations regarding IP protection, infringement, and enforcement
9. Representations and Warranties: Standard warranties regarding IP ownership and right to license
10. Term and Termination: Duration of agreement and grounds for termination
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Exclusivity Provisions: Required if the license is exclusive, defining scope of exclusivity and any exceptions
2. Minimum Performance Requirements: Include if licensee must meet certain sales or revenue targets
3. Sub-licensing Rights: Include if licensee is permitted to sub-license the IP to third parties
4. Technical Support and Training: Include if licensor will provide technical assistance or training
5. Product Development: Include if licensee will develop new products using the licensed IP
6. Marketing and Promotion: Include if specific marketing requirements or restrictions apply
7. Export Control: Required for cross-border licenses with export control implications
8. Source Code Escrow: Include for software licenses where source code protection is needed
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed including registration numbers
2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations
3. Schedule 3 - Reporting Template: Template for regular royalty reports
4. Schedule 4 - Quality Control Standards: Detailed quality standards and specifications
5. Schedule 5 - Technical Specifications: Technical details of licensed technology or products
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Schedule 7 - Territory Definition: Detailed description of licensed territory including any exclusions
8. Schedule 8 - Brand Guidelines: Guidelines for use of licensed trademarks or branding
Authors
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Effective Date
Expiry Date
Force Majeure Event
Gross Sales
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Trademarks
Licensed Patents
Licensed Rights
License Fee
Licensee
Licensor
Net Sales
Patents
Quarter
Renewal Term
Royalty Period
Royalty Rate
Royalty Report
Specifications
Sub-licensee
Territory
Term
Technical Information
Trade Secrets
Quality Standards
Working Day
Year
Minimum Royalty Payment
Reporting Period
Improvement
Background IP
Foreground IP
Commercial Use
Intellectual Property Claims
Records
Infringement Notice
Regulatory Approvals
Audit Rights
Material Breach
Recitals
Definitions
License Grant
Exclusivity
Territory
Term and Duration
Royalty Payments
Payment Terms
Audit Rights
Record Keeping
Quality Control
Intellectual Property Rights
IP Protection
IP Infringement
Sub-licensing
Confidentiality
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Termination
Consequences of Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment
Waiver
Competition Law Compliance
Export Control
Data Protection
Regulatory Compliance
Non-Competition
Product Development
Technical Support
Marketing and Promotion
Reporting Requirements
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