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Termination Of License
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Reference to the original license agreement, its date, and brief context for the termination
3. Definitions: Key terms used in the agreement, including references to defined terms from the original license agreement
4. Termination: Clear statement of termination, effective date, and mutual agreement to terminate
5. Rights and Obligations Until Termination Date: Continuing obligations and rights of both parties until the effective termination date
6. Post-Termination Obligations: Obligations of both parties following termination, including cessation of use of licensed materials
7. Return or Destruction of Materials: Requirements for handling licensed materials, documentation, and other relevant items
8. Financial Settlement: Settlement of any outstanding payments, refunds, or financial obligations
9. Confidentiality: Ongoing confidentiality obligations that survive termination
10. Surviving Provisions: Identification of provisions from the original agreement that will survive termination
11. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
12. Signatures: Execution blocks for authorized representatives of both parties
1. Mutual Release: Include when parties wish to release each other from claims related to the license agreement
2. Transition Assistance: Include when one party requires support in transitioning away from the licensed materials
3. Public Announcements: Include when the termination may require public disclosure or coordinated communications
4. Non-Competition: Include when parties wish to establish post-termination competitive restrictions
5. Assignment of Developments: Include when there are developments or modifications to the licensed materials that need to be addressed
6. Data Protection: Include when the license involved processing of personal data requiring specific termination procedures
7. Insurance: Include when ongoing insurance obligations need to be addressed
8. Exit Interview: Include when knowledge transfer or final status review is required
1. Schedule 1 - Original License Agreement: Copy or reference to the original license agreement being terminated
2. Schedule 2 - Licensed Materials: Comprehensive list of materials covered by the termination
3. Schedule 3 - Financial Settlement Statement: Detailed breakdown of any financial settlements, including calculations
4. Schedule 4 - Termination Timeline: Detailed timeline for implementing the termination and related obligations
5. Schedule 5 - Material Return/Destruction Certificate: Template certificate for confirming return or destruction of materials
6. Appendix A - Transition Plan: Detailed plan for transitioning away from the licensed materials if required
Authors
Original License Agreement
Effective Date
Termination Date
Licensed Materials
Intellectual Property Rights
Confidential Information
Licensor
Licensee
Parties
Territory
Transition Period
Transition Plan
Licensed Products
Documentation
Developed Materials
Background IP
Improvements
Return Certificate
Destruction Certificate
Outstanding Payments
Surviving Provisions
Business Day
Affiliate
Force Majeure Event
Applicable Law
Exit Plan
Personal Data
Representatives
Termination Notice
Definitions
Mutual Release
Intellectual Property Rights
Confidentiality
Data Protection
Return of Materials
Destruction of Materials
Payment Obligations
Surviving Provisions
Non-Competition
Transition Assistance
Representations and Warranties
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Entire Agreement
Severability
Notices
Amendment
Waiver
Further Assurance
Counterparts
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