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Out Licensing Agreement
"I need an Out Licensing Agreement for licensing our proprietary software technology to multiple distributors across Europe, with specific provisions for revenue sharing and quality control mechanisms, to be effective from March 2025."
1. Parties: Identification and details 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
4. Grant of License: Scope, territory, and nature of the license granted
5. Payment Terms: Royalties, fees, payment schedules, and reporting requirements
6. IP Protection: Rights and obligations regarding IP protection and enforcement
7. Term and Termination: Duration of agreement and circumstances for termination
8. Confidentiality: Protection of confidential information
9. Governing Law: Applicable law and jurisdiction
1. Quality Control: Standards and inspection rights for manufacturing or product creation
2. Sub-licensing Rights: Terms and conditions under which sub-licensing is permitted
3. Technology Transfer: Process and requirements for transferring technical knowledge and expertise
4. Improvements: Rights and obligations regarding improvements and modifications to the licensed IP
5. Export Control: Compliance requirements for international trade and export regulations
1. Schedule 1 - Licensed IP: Detailed description and specification of intellectual property being licensed
2. Schedule 2 - Territory: Detailed description of geographic scope and territorial limitations
3. Schedule 3 - Royalty Calculations: Detailed payment terms, calculation methods and examples
4. Schedule 4 - Technical Specifications: Technical details, requirements and standards for the licensed IP
5. Schedule 5 - Quality Standards: Detailed quality requirements, processes and compliance standards
6. Appendix A - Reporting Templates: Standard forms and templates for required reports and notifications
Authors
Scope of License
Territory and Exclusivity
Royalties
Payment Terms
Quality Control
IP Protection
Confidentiality
Term and Termination
Warranties
Indemnification
Assignment
Sub-licensing
Improvements
Technical Support
Audit Rights
Force Majeure
Dispute Resolution
Governing Law
Entire Agreement
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