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Third Party License Agreement
"I need a Third Party License Agreement for licensing our proprietary software to enterprise customers in Hong Kong and mainland China, with the agreement to include source code escrow provisions and quarterly royalty payments based on the licensee's revenue."
1. Parties: Identifies and defines the contracting parties - Licensor and Licensee
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Grant of License: Specifies the scope, nature (exclusive/non-exclusive), and territory of the license
5. License Fees and Payment Terms: Details the financial terms, payment schedule, and any royalty calculations
6. Intellectual Property Rights: Confirms ownership of IP and protection of rights
7. Licensee Obligations: Sets out the licensee's responsibilities and restrictions on use
8. Licensor Obligations: Defines the licensor's commitments and support obligations
9. Warranties and Representations: States the promises and assurances made by each party
10. Limitation of Liability: Defines the extent and limits of each party's liability
11. Confidentiality: Protects confidential information exchanged under the agreement
12. Term and Termination: Specifies duration, renewal terms, and termination rights
13. Post-Termination Obligations: Details obligations surviving termination
14. General Provisions: Contains standard boilerplate clauses including governing law
1. Source Code Escrow: For software licenses where source code protection is required
2. Quality Control: When licensed products/services must meet specific quality standards
3. Training and Support: If the license includes technical support or training services
4. Data Protection: When personal data processing is involved in the licensed activities
5. Audit Rights: When licensor requires rights to audit licensee's use or royalty calculations
6. Export Control: For international licenses subject to export regulations
7. Insurance: When specific insurance coverage is required for licensed activities
8. Sub-licensing Rights: If sub-licensing is permitted, detailing terms and conditions
9. Competition Compliance: Specific provisions ensuring compliance with competition laws
10. Change Control: Procedures for managing changes to licensed products/services
1. Licensed Property: Detailed description of the intellectual property being licensed
2. Technical Specifications: Technical details and requirements of licensed products/services
3. Fee Schedule: Detailed breakdown of fees, royalties, and payment terms
4. Service Levels: Performance standards and metrics for licensed services
5. Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Territory: Detailed description of geographical territories covered by the license
7. Acceptance Testing: Testing procedures and acceptance criteria
8. Support Services: Detailed description of support services and response times
Authors
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Control
Delivery Date
Documentation
Effective Date
Force Majeure Event
Foreground IP
Group
Hong Kong
Intellectual Property Rights
License
License Fees
Licensed Materials
Licensed Products
Licensed Property
Licensed Rights
Licensed Software
Licensed Territory
Licensee
Licensor
Losses
Maintenance Services
Modification
Net Sales
Notice
Party/Parties
Patent Rights
Payment Terms
Permitted Purpose
Permitted Use
Personal Data
Quarter
Receiving Party
Related Company
Renewal Term
Royalties
Service Levels
Source Code
Specifications
Sub-license
Support Services
Technical Information
Term
Territory
Third Party
Trade Marks
Updates
Upgrades
User
Working Hours
Intellectual Property Rights
Payment
Royalties
License Restrictions
Territory
Term and Duration
Termination
Confidentiality
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Sub-licensing
Quality Control
Compliance
Audit Rights
Technical Support
Maintenance
Updates and Upgrades
Documentation
Record Keeping
Reporting
Non-Competition
Export Control
Data Protection
Source Code Escrow
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
Insurance
Competition Law Compliance
Post-Termination Obligations
Technology
Software
Manufacturing
Media and Entertainment
Pharmaceuticals
Biotechnology
Telecommunications
Financial Services
Retail
Healthcare
Education
Research and Development
Consumer Goods
Gaming
Automotive
Legal
Intellectual Property
Commercial
Business Development
Technology
Compliance
Risk Management
Finance
Operations
Research and Development
Product Development
Strategy
Corporate Development
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Chief Legal Officer
Contract Manager
IP Rights Administrator
Technology Transfer Officer
General Counsel
Compliance Officer
Risk Manager
Commercial Operations Manager
Partnership Manager
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