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Business Licensing Agreement
"I need a Business Licensing Agreement to grant exclusive rights to a software company in Germany to use our AI technology and associated patents, with an initial term of 5 years starting from January 2025 and quarterly royalty payments based on net sales."
1. Parties: Identifies and defines the contracting parties, including full legal names and registered addresses
2. Background: Provides context and purpose of the agreement, including brief description of parties' businesses and objectives
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Grant of License: Specifies the scope, nature, and limitations of the license being granted, including usage rights
5. License Fees and Payment Terms: Details the financial arrangements, payment schedule, and any royalty calculations
6. Term and Termination: Specifies duration of the agreement and circumstances under which it can be terminated
7. Intellectual Property Rights: Establishes ownership and protection of intellectual property, including any warranties of ownership
8. Confidentiality: Sets out obligations regarding confidential information shared between parties
9. Warranties and Representations: Details the promises and guarantees made by each party
10. Liability and Indemnification: Outlines the extent of liability and indemnification obligations of each party
1. Territory Restrictions: Defines geographical limitations of the license when applicable to specific regions or countries
2. Quality Control: Establishes quality standards, monitoring procedures, and compliance requirements
3. Sublicensing Rights: Details rights and restrictions regarding sublicensing to third parties
4. Marketing and Promotion: Specifies requirements and restrictions for marketing licensed products or services
5. Audit Rights: Establishes right to audit licensee's records and usage of licensed materials
1. Schedule 1: Licensed Products/Services: Detailed list and specifications of products or services covered by the license
2. Schedule 2: License Fees: Detailed breakdown of fees, royalties, and payment structure
3. Schedule 3: Technical Specifications: Technical requirements, standards, and specifications for licensed products or services
4. Schedule 4: Brand Guidelines: Guidelines for brand usage, representation, and quality standards
5. Schedule 5: Service Level Agreement: Performance metrics and service levels if applicable to licensed services
Authors
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Services
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Permitted Use
Quality Standards
Renewal Term
Royalties
Term
Trade Marks
Working Day
License Scope
Territory and Exclusivity
Term and Duration
Fees and Royalties
Payment Terms
Quality Control
Performance Obligations
Intellectual Property Rights
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Record Keeping
Audit Rights
Assignment and Sub-licensing
Termination
Force Majeure
Governing Law
Dispute Resolution
Insurance
Notices
Amendment and Variation
Entire Agreement
Severability
Third Party Rights
Further Assurance
Counterparts
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