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Inbound Licence Agreement
"I need an Inbound Licence Agreement to license software technology from a US-based company for use in our UK operations, including rights for our subsidiaries to use the technology and provisions for regular updates and technical support."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the licensed rights
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted, including any restrictions
5. Licence Fees: Payment terms, royalties, and other financial considerations
6. Duration and Termination: Term of licence, renewal provisions, and circumstances for termination
7. IP Protection: Rights and obligations regarding IP protection, including infringement provisions
8. Warranties and Indemnities: Representations about IP ownership and indemnification obligations
9. Confidentiality: Protection of confidential information exchanged during the agreement
10. Governing Law and Jurisdiction: Specification of England and Wales law and courts' jurisdiction
1. Sub-licensing Rights: Terms and conditions for sub-licensing, when licensee requires right to sub-license
2. Territory Restrictions: Geographical limitations on licence use and distribution
3. Quality Control: Quality standards and monitoring requirements for brand-sensitive licenses
4. Improvement Rights: Rights related to improvements or modifications to the licensed IP
5. Export Controls: Compliance with export regulations for international licensing
1. Schedule 1 - Licensed Rights: Detailed description of intellectual property being licensed
2. Schedule 2 - Fees and Royalties: Detailed payment terms, royalty calculations, and reporting requirements
3. Schedule 3 - Technical Specifications: Technical details and specifications of licensed technology or products
4. Schedule 4 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees (if applicable)
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Foreground IP
Group Company
Intellectual Property Rights
Licence
Licence Fee
Licensed Materials
Licensed Products
Licensed Rights
Licensed Technology
Licensee
Licensor
Loss
Party/Parties
Patents
Quarter
Royalties
Source Code
Specification
Technical Information
Term
Territory
Third Party
Trade Marks
Updates
Working Hours
Acceptance Criteria
Affiliate
Authorised Users
Deliverables
Development Services
Improvement
Installation
Maintenance Services
Minimum Performance Requirements
Quality Standards
Service Levels
Support Services
Technical Requirements
User Documentation
Grant of Licence
Licence Restrictions
Intellectual Property Rights
Payment Terms
Royalties
Duration and Termination
Warranties
Indemnities
Liability Limitations
Confidentiality
Data Protection
Quality Control
Sub-licensing
Technical Support
Force Majeure
Assignment
Entire Agreement
Severability
Notices
Waiver
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Territory Restrictions
Non-Competition
Audit Rights
Source Code Escrow
Export Control
Maintenance and Support
Performance Requirements
Training
Insurance
Change Control
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