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Licence And Supply Agreement
"I need a Licence and Supply Agreement for my software company to license our inventory management solution to a UK retailer while also providing ongoing software updates and technical support, with an initial term starting from March 2025."
1. Parties: Details of the licensor and licensee/supplier including registered addresses and company numbers
2. Background: Context and purpose of the agreement, including brief description of the business relationship
3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights
4. Grant of Licence: Terms of the licence being granted, including scope, restrictions and permitted uses
5. Supply Terms: Terms governing the supply arrangement including ordering process, delivery terms, and acceptance criteria
6. Payment Terms: Pricing, payment schedule, invoicing requirements and late payment provisions
7. Intellectual Property Rights: IP ownership, usage rights, and protection obligations
8. Term and Termination: Duration of agreement, renewal terms, and termination rights
9. Confidentiality: Protection of confidential information, including scope and duration of obligations
1. Quality Control: Quality standards, inspection rights, and quality assurance procedures
2. Territory Restrictions: Geographical limitations on licence and supply rights
3. Minimum Purchase Requirements: Minimum order quantities or values and consequences of failure to meet them
4. Technical Support: Support services provisions including response times and service levels
5. Data Protection: Obligations regarding personal data processing and compliance with data protection laws
1. Products Schedule: Detailed list of products covered by the agreement including specifications
2. Price List: Detailed pricing information including any volume discounts or special terms
3. Technical Specifications: Detailed product specifications and technical requirements
4. Service Level Agreement: Performance metrics, service standards and remedies for failure
5. Quality Standards: Detailed quality requirements, testing procedures and acceptance criteria
6. Territory Schedule: Detailed description of territorial scope including any excluded territories
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Foreground IP
Intellectual Property Rights
Licence
Licensed Products
Licensed Territory
Minimum Order Quantity
Order
Payment Terms
Price
Products
Quality Standards
Quarter
Renewal Term
Royalties
Specifications
Supply Terms
Technical Documentation
Term
Trade Marks
Working Hours
Year
Supply Terms
Ordering Process
Delivery
Price and Payment
Quality Control
Intellectual Property Rights
Warranties
Representations
Confidentiality
Data Protection
Non-Competition
Territory Restrictions
Minimum Purchase Requirements
Technical Support
Record Keeping
Audit Rights
Force Majeure
Term and Termination
Consequences of Termination
Assignment and Sub-contracting
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Liability and Indemnity
Insurance
Compliance with Laws
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Relationship of Parties
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