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Third Party Licence Agreement
"I need a Third Party Licence Agreement to allow our software licensee to extend usage rights to their contractors, with specific restrictions on data access and a requirement for quarterly usage reporting, governed by English law."
1. Parties: Identification of all contracting parties including licensor, licensee, and relevant third parties
2. Background: Context of the agreement and relationship between parties
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 agreement and termination provisions
6. Payment Terms: Financial arrangements including fees and payment schedule
7. Intellectual Property Rights: Ownership and protection of IP rights
8. Warranties and Representations: Promises and statements made by each party
9. Indemnification: Protection against third-party claims and losses
10. Confidentiality: Protection of confidential information
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Territory Restrictions: Geographic limitations on licence use - include when licence is geographically restricted
2. Sublicencing Rights: Rights to grant sublicences to others - include when sublicencing may be permitted
3. Quality Control: Standards maintenance requirements - include for brand-sensitive licences
4. Data Protection: Specific provisions for handling personal data - include when personal data processing is involved
5. Export Control: Compliance with export regulations - include for international licensing
1. Schedule 1 - Licensed Properties: Detailed list and description of licensed items/properties
2. Schedule 2 - Royalty Calculations: Detailed breakdown of payment calculations and reporting requirements
3. Schedule 3 - Technical Specifications: Technical requirements and standards for licensed properties
4. Schedule 4 - Approved Third Parties: List of approved third party users or sublicencees
5. Schedule 5 - Service Levels: Performance standards and metrics if applicable
Authors
Commencement Date
Term
Territory
Effective Date
Licensor
Licensee
Third Party
Authorised Third Party
Affiliate
Group Company
Representatives
Licensed Property
Licensed Rights
Licensed Products
Licensed Materials
Intellectual Property Rights
Background IP
Improvements
Licence Fee
Royalties
Net Sales
Payment Period
Permitted Use
Restricted Use
Quality Standards
Confidential Information
Data Protection Laws
Compliance Requirements
Control
Quality Control Procedures
Approval Process
Documentation
Specifications
Technical Requirements
Standards
Implementation Process
Force Majeure Event
Material Breach
Intellectual Property Claim
Losses
Liability Cap
Working Day
Business Hours
Scope of Licence
Third Party Rights
Permitted Use
Territory Restrictions
Term and Duration
Renewal Rights
Payment Terms
Royalties
Pricing
Audit Rights
Records and Reporting
Performance Requirements
Quality Control
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Warranties
Indemnities
Regulatory Compliance
Anti-Corruption
Export Control
Standards Compliance
Monitoring and Inspection
Record Keeping
Limitation of Liability
Insurance
Force Majeure
Assignment and Transfer
Change of Control
Termination Rights
Termination Process
Consequences of Termination
Post-Termination Obligations
Survival Clauses
Notices
Entire Agreement
Severability
Waiver
Governing Law
Dispute Resolution
Amendments
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