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Exclusive And Non Exclusive Licence
"I need an Exclusive and Non-Exclusive Licence agreement to license our software patents exclusively in the UK and non-exclusively in the EU, with quarterly royalty payments and quality control provisions, to be effective from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of licensed rights
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of rights being licensed, including exclusive and non-exclusive elements
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Payment Terms: Fees, royalties, and payment conditions for both exclusive and non-exclusive elements
7. Intellectual Property Rights: Ownership and protection of IP, including restrictions and reservations
8. Warranties and Representations: Statements and guarantees by both parties regarding rights and capabilities
9. 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 or services, typically used for trademark or brand-related licenses
2. Territory Restrictions: Geographical limitations and territorial scope of the license
3. Sub-licensing Rights: Provisions regarding the right to grant sub-licenses to third parties
4. Minimum Performance Requirements: Performance targets and minimum requirements for licensee, typically used in exclusive licenses
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws and regulations
1. Schedule 1 - Licensed Rights: Detailed description of intellectual property rights being licensed
2. Schedule 2 - Royalty Calculations: Detailed payment terms, calculation methods, and reporting requirements
3. Schedule 3 - Quality Standards: Specific quality requirements, specifications, and compliance procedures
4. Schedule 4 - Approved Territory: List of territories where license is valid and any territorial restrictions
5. Schedule 5 - Minimum Performance Criteria: Detailed performance targets and measurement metrics
Authors
Agreement
Background IP
Commencement Date
Confidential Information
Effective Date
Exclusive Territory
Field of Use
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Technology
Licence Fee
Net Sales
Non-Exclusive Territory
Patent Rights
Products
Quality Standards
Renewal Term
Royalties
Sub-licence
Term
Territory
Trade Marks
Working Day
Exclusivity
Scope of Rights
Term and Duration
Payment and Royalties
Quality Control
Performance Obligations
Intellectual Property Rights
Sub-licensing
Territory Restrictions
Confidentiality
Warranties and Representations
Indemnification
Insurance
Record Keeping
Audit Rights
Technical Support
Improvements
Competition Law Compliance
Non-Assignment
Force Majeure
Termination
Post-Termination Obligations
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment and Variation
Third Party Rights
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