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Product Licence
"I need a Product Licence agreement to grant exclusive rights to a UK-based manufacturer to produce and sell our patented automotive components across Europe, with strict quality control measures and a 5% royalty on net sales, starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the product being licensed
3. Definitions: Key terms used throughout the agreement including product specifications, territory, and intellectual property rights
4. Grant of Licence: Scope and nature of the licence being granted, including any restrictions and permitted uses
5. Term and Termination: Duration of licence and circumstances for termination, including notice periods and consequences of termination
6. Payment Terms: Licence fees, royalties, payment schedules and methods of payment
7. IP Rights: Protection and ownership of intellectual property, including any warranties and indemnities
8. Quality Control: Standards and specifications for product manufacture/use, including inspection rights
9. Governing Law: Jurisdiction and applicable law, including dispute resolution procedures
1. Territory: Geographic limitations of the licence and any territory-specific requirements
2. Sub-licensing Rights: Terms and conditions under which sub-licences may be granted
3. Marketing and Promotion: Terms for product marketing, advertising and promotional activities
4. Technical Support: Scope and nature of technical support obligations of licensor
5. Data Protection: Obligations regarding data processing, security and compliance with data protection laws
1. Product Specifications: Detailed technical specifications and requirements of the licensed product
2. Quality Standards: Detailed quality standards, testing procedures and acceptance criteria
3. Payment Schedule: Detailed breakdown of payments, royalties and payment milestones
4. Territory Map: Detailed description or visual representation of geographic areas covered by the licence
5. Brand Guidelines: Detailed rules and requirements for using licensed trademarks and branding elements
Authors
Commencement Date
Confidential Information
Effective Date
Initial Term
Intellectual Property Rights
Know-How
Licence
Licence Fee
Licensed Product
Licensed Territory
Licensee
Licensor
Minimum Performance Requirements
Net Sales
Patents
Product Specifications
Quality Standards
Renewal Term
Royalties
Technical Information
Term
Third Party
Trade Marks
Working Day
Year
Manufacturing Process
Product Components
Safety Standards
Testing Procedures
Warranty Period
Approved Sub-contractors
Distribution Channels
Marketing Materials
Sub-licence
Technical Support Services
Grant of Licence
Intellectual Property Rights
Term and Duration
Payment Terms
Royalties
Quality Control
Technical Support
Confidentiality
Warranties and Representations
Liability and Indemnification
Territory Restrictions
Sub-licensing
Regulatory Compliance
Record Keeping
Audit Rights
Marketing and Promotion
Product Development
Manufacturing Standards
Distribution Rights
Non-Competition
Force Majeure
Termination
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Variation
Data Protection
Product Safety
Insurance
Third Party Rights
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