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Non Exclusive License Agreement
"I need a Non-Exclusive License Agreement for my Hong Kong-based software company to license our AI-powered analytics platform to multiple enterprise customers in the APAC region, with the agreement template to be ready by January 2025."
1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, ownership of intellectual property, and purpose of the license
3. Definitions: Defined terms used throughout the agreement
4. License Grant: Scope of the non-exclusive license, permitted uses, and any restrictions
5. Term and Territory: Duration of the license and geographical scope of permitted use
6. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
7. Intellectual Property Rights: Ownership confirmation, protection of IP rights, and handling of improvements
8. Licensee Obligations: Key responsibilities of the licensee including quality control and compliance
9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
10. Limitation of Liability: Limitations on parties' liability and exclusions
11. Termination: Termination rights, process, and consequences
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Sub-licensing Rights: Include when licensee may need to grant sub-licenses to affiliates or third parties
2. Quality Control: Important for trademark licenses or when licensed products/services must meet specific standards
3. Export Control: Required when licensed items may be subject to export regulations
4. Source Code Escrow: For software licenses where source code access might be needed in specific circumstances
5. Data Protection: When license involves processing of personal data
6. Training and Support: If licensor provides technical support or training as part of the license
7. Insurance: When specific insurance coverage is required for licensed activities
8. Audit Rights: When licensor needs right to audit licensee's use of licensed material or royalty calculations
9. Change of Control: When license rights need to be addressed in case of corporate ownership changes
1. Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers
2. Technical Specifications: Technical details, standards, or specifications for licensed technology or products
3. Royalty Calculations: Detailed formulas and examples for calculating royalties
4. Approved Sub-licensees: List of pre-approved sub-licensees if applicable
5. Quality Control Standards: Detailed quality requirements and testing procedures
6. Territory Restrictions: Detailed breakdown of territorial restrictions or approved regions
7. Reporting Templates: Standard forms for usage reports or royalty calculations
Authors
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Field of Use
Force Majeure Event
Governing Law
Grant-Back Rights
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Notice
Parent Company
Patent Rights
Permitted Purpose
Quality Standards
Renewal Term
Royalty Period
Royalty Rate
Subsidiary
Technical Information
Term
Third Party
Trade Marks
Trade Secrets
Working Day
Year
Hong Kong
Intellectual Property
Know-How
Licensed Materials
Patent Applications
Proprietary Information
Quarterly Report
Renewal Notice
Royalty Statement
Technical Specifications
Technology
Term Sheet
Territory
Scope of License
Territory
Term
Royalties
Payment Terms
Intellectual Property Rights
Warranties
Representations
Confidentiality
Non-Competition
Quality Control
Record Keeping
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Assignment
Sub-licensing
Termination
Consequences of Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Amendment
Further Assurance
Counterparts
Third Party Rights
Data Protection
Compliance with Laws
Export Control
Insurance
Performance Obligations
Reporting Requirements
Technical Support
Training
Maintenance
Brand Usage
Marketing Rights
Improvements
Competition Law Compliance
Change of Control
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Consumer Goods
Research and Development
Education
Telecommunications
Fashion and Retail
Automotive
Healthcare
Financial Services
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Finance
Compliance
Technology
Operations
Innovation
Product Development
Corporate Strategy
Legal Counsel
Intellectual Property Manager
Commercial Director
Business Development Manager
Chief Technology Officer
Licensing Manager
Contract Manager
Chief Legal Officer
Innovation Director
Research and Development Director
Product Manager
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Technology Transfer Officer
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