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Basic Licence Agreement
"I need a Basic Licence Agreement to license my software technology to a manufacturer in Germany, with exclusive rights in the EU market and royalty payments of 5% of net sales, starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context and purpose of the licence agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted
5. Duration and Termination: Term of licence and circumstances for termination
6. Payment Terms: Licence fees, royalties and payment conditions
7. Intellectual Property Rights: Ownership and protection of licensed IP
8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and related jurisdictional matters
1. Quality Control: Standards and requirements for licensed products/services - used when licensing trademarks or quality-sensitive IP
2. Territory: Geographical scope of the licence - included when territorial restrictions apply
3. Sub-licensing Rights: Rights and conditions for granting sub-licences - included when sub-licensing might be permitted
4. Improvements: Rights to modifications and improvements - particularly relevant for technology or patent licences
5. Data Protection: Provisions relating to handling of personal data - included when personal data processing is involved
6. Competition Compliance: Provisions ensuring compliance with competition laws - included for licenses that might affect market competition
1. Schedule 1 - Licensed IP: Detailed description and specification of the licensed intellectual property
2. Schedule 2 - Royalty Calculations: Detailed payment terms, calculation methods and examples for royalties
3. Schedule 3 - Technical Specifications: Technical details and requirements for licensed technology or products
4. Schedule 4 - Quality Standards: Detailed quality requirements, specifications and testing procedures
Authors
Background IP
Commencement Date
Confidential Information
Effective Date
Fee
Foreground IP
Improvement
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licence Period
Licensee
Licensor
Net Sales
Patent Rights
Purpose
Quarter
Royalties
Specifications
Territory
Term
Third Party
Trade Marks
Working Day
Grant of Licence
Scope of Licence
Duration and Term
Payment and Royalties
Intellectual Property Rights
Quality Control
Warranties and Representations
Confidentiality
Record Keeping
Audit Rights
Territory Restrictions
Sub-licensing
Non-Competition
Indemnification
Limitation of Liability
Force Majeure
Termination
Post-Termination Obligations
Assignment and Transfer
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
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