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Exclusive Perpetual License
"I need an Exclusive Perpetual License agreement for licensing our proprietary software technology to a Hong Kong-based manufacturer, with rights to sublicense in Southeast Asia and including provisions for source code escrow."
1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including ownership of the intellectual property and purpose of the license
3. Definitions: Key terms used throughout the agreement, including detailed definition of the licensed IP and territory
4. Grant of Rights: Explicit grant of exclusive, perpetual license including scope, territory, and field of use
5. Exclusivity Provisions: Detailed terms of exclusivity, including licensor's restrictions and licensee's rights
6. Payment Terms: Financial terms including any upfront payments, royalties, or other financial considerations
7. Quality Control: Standards and requirements for use of the licensed IP
8. Protection and Maintenance: Obligations regarding IP protection, maintenance, and enforcement
9. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
10. Indemnification: Mutual indemnification obligations for breach of warranties and third-party claims
11. Fundamental Breach: Consequences of fundamental breach, given the perpetual nature
12. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Technology Transfer: Include when technical knowledge or know-how transfer is required
3. Improvements: Include when dealing with future improvements to the licensed IP
4. Moral Rights: Include when licensing copyright works where moral rights are relevant
5. Competition Compliance: Include when additional competition law compliance measures are needed
6. Export Control: Include when licensed IP is subject to export control regulations
7. Source Code Escrow: Include when licensing software with source code provisions
8. Insurance: Include when specific insurance requirements are needed for high-risk licenses
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and standards for the licensed IP
3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and processes
4. Schedule 4 - Payment Terms: Detailed breakdown of all financial terms and calculation methods
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Form of Quality Control Report: Template for required quality control reporting
7. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding
8. Appendix C - Technical Documentation: Supporting technical documentation for licensed technology
Authors
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Field of Use
Force Majeure Event
Fundamental Breach
Improvement
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensed Trademarks
Net Sales
Patents
Permitted Purpose
Quality Standards
Regulatory Approvals
Related Company
Royalties
Specifications
Sub-licensee
Technical Information
Term
Third Party
Trade Secrets
Use
Working Day
Exclusivity
Territory
Payment and Royalties
Quality Control
Technical Support
Intellectual Property Protection
Confidentiality
Warranties and Representations
Indemnification
Competition Compliance
Sub-licensing
Improvements
Maintenance and Support
Record Keeping
Audit Rights
Regulatory Compliance
Force Majeure
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Notices
Fundamental Breach
Brand Protection
Technology Transfer
Export Control
Insurance
Liability Limitations
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Media & Entertainment
Biotechnology
Consumer Products
Research & Development
Telecommunications
Fashion & Luxury Goods
Gaming & Interactive Entertainment
Legal
Intellectual Property
Research & Development
Business Development
Finance
Compliance
Technology
Commercial
Innovation
Brand Management
Chief Executive Officer
Chief Legal Officer
Chief Technology Officer
Intellectual Property Director
Head of Licensing
Commercial Director
Legal Counsel
IP Manager
Business Development Director
Research & Development Director
Chief Financial Officer
Compliance Officer
Technology Transfer Manager
Innovation Director
Brand Manager
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