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Sub License Agreement
1. Parties: Identification of the main parties: the licensee (as sub-licensor) and the sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the main license agreement and confirmation of right to sub-license
3. Definitions: Key terms used throughout the agreement, ensuring alignment with definitions in the main license agreement
4. Grant of Sub-License: Specific rights being sub-licensed, including scope, territory, and any restrictions
5. Term and Termination: Duration of the sub-license and circumstances under which it can be terminated
6. Payment Terms: Financial terms including fees, royalties, payment schedule, and reporting requirements
7. Obligations of Sub-Licensee: Key responsibilities and requirements the sub-licensee must fulfill
8. Quality Control: Standards and requirements for maintaining quality in the use of licensed materials
9. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Warranties and Indemnities: Representations about the licensed rights and allocation of risks
12. General Provisions: Standard legal clauses including governing law, jurisdiction, and entire agreement
1. Technical Support and Training: Include when the sub-license includes provision of technical support or training services
2. Marketing and Promotion: Include when the sub-licensee has rights to market or promote the licensed products
3. Minimum Performance Requirements: Include when the sub-licensee must meet specific performance or sales targets
4. Export Control: Include when the licensed materials are subject to export control regulations
5. Source Code Escrow: Include for software licenses where source code access might be necessary
6. Data Protection: Include when personal data processing is involved in the licensed activities
7. Anti-Corruption Compliance: Include for international sub-licensing arrangements
8. Insurance Requirements: Include when specific insurance coverage is required from the sub-licensee
1. Schedule 1 - Licensed Materials: Detailed description of all materials being sub-licensed
2. Schedule 2 - Technical Specifications: Technical requirements and specifications for using the licensed materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Quality Control Requirements: Specific quality standards and testing procedures
5. Schedule 5 - Approved Territory: Detailed description of geographical territories where sub-license rights apply
6. Appendix A - Main License Agreement: Copy or relevant excerpts of the main license agreement
7. Appendix B - Reporting Templates: Standard forms for required periodic reporting
8. Appendix C - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks and branding
Authors
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Force Majeure
Intellectual Property Rights
Licensed Materials
Licensed Products
Licensed Technology
Main License Agreement
Net Sales
Original Licensor
Parent Company
Patent Rights
Permitted Purpose
Quality Standards
Royalty
Sub-Licensed Rights
Sub-Licensed Territory
Sub-Licensee
Sub-Licensor
Technical Documentation
Term
Third Party
Trademarks
Trade Secrets
Updates
Working Day
Improvements
Know-How
Minimum Performance Requirements
Reporting Period
Revenue
Source Code
Specifications
Technical Support
Territory
Valid Claim
Interpretation
Grant of Rights
Restrictions
Term and Termination
Payment and Royalties
Quality Control
Intellectual Property Rights
Warranties
Indemnification
Confidentiality
Non-Competition
Assignment
Force Majeure
Regulatory Compliance
Audit Rights
Record Keeping
Performance Requirements
Technical Support
Territory Restrictions
Marketing and Promotion
Reporting Requirements
Insurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Third Party Rights
Data Protection
Export Control
Anti-Corruption
Representations
Sub-Contracting
Further Assurance
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