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Exclusive Licence Agreement
"I need an Exclusive Licence Agreement to grant sole rights to a pharmaceutical company to manufacture and distribute our patented drug formulation across Europe, with an upfront payment of £1M and ongoing royalties of 5% of net sales, starting from March 2025."
1. Parties: Full legal names and addresses of the licensor and licensee
2. Background: Context of the agreement and brief description of the intellectual property being licensed
3. Definitions: Key terms used throughout the agreement including Licensed Rights, Territory, Term
4. Grant of Rights: Scope of the exclusive licence, including territory and field of use
5. Payment Terms: Licence fees, royalties, and payment mechanisms
6. Obligations of the Parties: Key responsibilities of both licensor and licensee
7. Term and Termination: Duration of agreement and circumstances for termination
8. Intellectual Property Protection: Provisions for maintaining and protecting IP rights
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law
1. Quality Control: Standards for licensed products/services - typically included when licensing trademarks or brands
2. Sub-licensing Rights: Terms for allowing licensee to sub-license - included when sub-licensing might be required
3. Development Obligations: Requirements for product development - relevant for technology or patent licences
4. Minimum Performance Requirements: Minimum sales or usage targets - included when commercialization is a key objective
1. Schedule 1 - Licensed Rights: Detailed description of IP being licensed
2. Schedule 2 - Territory: Detailed definition of geographical scope
3. Schedule 3 - Royalty Calculations: Detailed payment terms and calculation methods
4. Schedule 4 - Technical Specifications: Technical details of licensed technology
5. Schedule 5 - Quality Standards: Detailed quality requirements and specifications
Authors
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Technology
Net Sales
Patents
Permitted Use
Royalties
Royalty Period
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Marks
Working Day
Grant of Rights
Exclusivity
Territory
Sub-licensing
Royalties and Payments
Records and Auditing
Quality Control
Intellectual Property Protection
Warranties and Representations
Indemnification
Confidentiality
Term and Duration
Termination
Post-Termination Obligations
Force Majeure
Assignment and Transfer
Notices
Dispute Resolution
Governing Law and Jurisdiction
Further Assurance
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
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