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Limited Licence Agreement
"I need a Limited Licence Agreement to grant a software company in Germany restricted rights to use our proprietary AI algorithm for a 2-year period starting January 2025, with specific usage limitations and quarterly royalty payments."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context and purpose of the licence agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted
5. Term and Termination: Duration of licence and termination provisions
6. Fees and Payment: Financial terms and payment conditions
7. Intellectual Property Rights: Ownership and protection of IP rights
8. Warranties and Indemnities: Guarantees and protections provided by each party
9. Confidentiality: Protection of confidential information
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Territory Restrictions: Geographic limitations on licence use - include when licence is restricted to specific territories
2. Maintenance and Support: Terms for ongoing support services - include when technical support is part of the agreement
3. Data Protection: Compliance with data protection laws - include when personal data processing is involved
4. Source Code Escrow: Terms for source code protection - include for software licensing agreements
5. Quality Control: Standards and quality requirements - include when licensed materials must meet specific quality standards
1. Schedule 1 - Licensed Materials: Detailed description of licensed intellectual property and scope of use
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed materials
3. Schedule 3 - Service Levels: Performance standards and metrics for any associated services
4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, payment terms and calculation methods
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees and related terms (if applicable)
Authors
Background IPR
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fees
Force Majeure Event
Improvement
Initial Term
Intellectual Property Rights
Licensed Materials
Licensed Products
Licensed Rights
Licensed Technology
Licence Period
Licence Territory
Permitted Purpose
Permitted Users
Quarter
Renewal Period
Royalties
Specification
Term
Territory
Third Party
Trade Marks
Working Hours
Scope of Licence
Term and Duration
Payment and Fees
Royalties
Intellectual Property Rights
Warranties
Indemnification
Confidentiality
Data Protection
Use Restrictions
Quality Control
Maintenance and Support
Audit Rights
Termination
Force Majeure
Assignment and Sub-licensing
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Variation
Third Party Rights
Territory Restrictions
Reporting Requirements
Insurance
Export Control
Non-Competition
Performance Standards
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