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Royalty Licence
"I need a Royalty Licence agreement to license my software patent to a manufacturing company in Germany, with quarterly royalty payments of 5% of net sales and a minimum annual payment of £50,000, starting from March 2025."
1. Parties: Identification and details of the licensor and licensee, including registered addresses and company numbers
2. Background: Context of the agreement, ownership confirmation of IP rights, and purpose of the licence
3. Definitions: Defined terms used throughout the agreement including Licensed IP, Territory, Royalties, Net Sales
4. Grant of Rights: Scope of licence, territories covered, and permitted uses of the licensed IP
5. Royalty Payments: Payment terms, calculation methods, payment frequency, and reporting requirements
6. Duration and Termination: Term of licence, renewal provisions, and circumstances for termination
7. Warranties and Indemnities: Legal promises regarding IP ownership and protection against claims
8. Confidentiality: Obligations regarding confidential information shared during the agreement
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Quality Control: Standards and requirements for licensed products or services, including approval processes
2. Minimum Performance Requirements: Minimum sales targets, revenue requirements, or other performance metrics
3. Sub-licensing Rights: Terms and conditions under which the licensee may grant sub-licences
4. Marketing and Promotion: Requirements and restrictions regarding marketing of licensed products
5. Audit Rights: Rights of licensor to audit licensee's books and records
1. Schedule 1 - Licensed IP: Detailed description of intellectual property being licensed including registration numbers
2. Schedule 2 - Royalty Rates: Detailed breakdown of royalty rates, calculation methods, and payment thresholds
3. Schedule 3 - Territories: List of geographical territories where licence is valid
4. Schedule 4 - Reporting Template: Standard format for royalty reporting and calculations
5. Schedule 5 - Quality Standards: Detailed quality requirements and specifications for licensed products
Authors
Agreement
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Net Sales
Products
Quarter
Quarterly Report
Renewal Term
Royalties
Royalty Period
Royalty Rate
Term
Territory
Trade Marks
Year
Accounting Period
Gross Revenue
Minimum Royalty Payment
Payment Date
Quality Standards
Reporting Period
Sub-Licence
Sub-Licensee
Technical Information
Working Day
Grant of Rights
Term and Termination
Royalty Payments
Payment Terms
Accounting and Records
Audit Rights
Quality Control
Intellectual Property Rights
IP Protection
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Sub-Licensing
Force Majeure
Assignment
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Costs
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Reporting Requirements
Territory Restrictions
Marketing and Promotion
Regulatory Compliance
Insurance
Data Protection
Further Assurance
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