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Royalty Agreement
"I need a Royalty Agreement under Nigerian law for licensing our patented agricultural processing technology to a manufacturer in Lagos, with quarterly payments of 5% of net sales and NOTAP compliance requirements to be effective from March 2025."
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' authority to enter into the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Property', 'Territory', 'Royalty Rate', etc.
4. Grant of Rights: Specific rights being granted, including scope, territory, and any restrictions
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Royalty Payments: Calculation method, payment terms, currency, payment frequency, and reporting requirements
7. Records and Auditing: Requirements for maintaining records and rights of audit
8. Intellectual Property Protection: Obligations regarding IP protection, infringement actions, and maintenance of registrations
9. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement
1. Quality Control: For trademark licenses or where product quality needs to be maintained
2. Minimum Performance Requirements: Where minimum sales or usage levels need to be maintained
3. Foreign Exchange Provisions: For international agreements requiring currency conversion and foreign remittance
4. Sub-licensing Rights: Where the licensee is permitted to sub-license the rights
5. Development Obligations: For agreements involving ongoing development or improvement of the licensed property
6. Marketing and Promotion: Requirements for marketing and promoting the licensed property
7. Regulatory Compliance: Specific provisions for NOTAP approval and other regulatory requirements
8. Insurance: Requirements for insurance coverage related to the licensed property or its use
9. Force Majeure: Provisions for handling unforeseen circumstances affecting performance
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed, including registration numbers
2. Schedule 2 - Royalty Calculation Method: Detailed formula and examples of royalty calculations
3. Schedule 3 - Territory: Detailed description of the geographic territory covered by the license
4. Schedule 4 - Reporting Template: Template for regular royalty reports
5. Schedule 5 - Quality Standards: Detailed quality requirements and specifications if applicable
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix A - Required Markings: Specifications for intellectual property notices and markings
8. Appendix B - Regulatory Approvals: Copies of relevant regulatory approvals including NOTAP registration
Authors
Affiliate
Applicable Law
Approved Purpose
Authorized Users
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Force Majeure Event
Gross Revenue
Improvement
Initial Term
Intellectual Property Rights
Licensed Property
Licensed Products
Licensed Technology
Licensed Trademarks
Net Sales
NOTAP
Patent Rights
Quarter
Renewal Term
Reporting Period
Royalty Rate
Royalty Period
Sublicense
Sublicensee
Technical Documentation
Territory
Term
Trade Secrets
Trademarks
Year
Working Day
Quality Standards
Minimum Performance Requirements
Regulatory Approvals
Payment Currency
Central Bank of Nigeria
Authorized Dealer Bank
Know-How
Background IP
Foreground IP
Improvements
Licensed Use
Permitted Purpose
Revenue
Sales Report
Technology Transfer
Definitions
Grant of Rights
Term and Duration
Termination
Royalty Payments
Payment Terms
Calculation Method
Reporting Requirements
Record Keeping
Audit Rights
Quality Control
Performance Standards
Intellectual Property Rights
IP Protection
IP Ownership
Confidentiality
Non-Disclosure
Warranties
Representations
Indemnification
Liability
Force Majeure
Assignment
Sub-licensing
Regulatory Compliance
NOTAP Compliance
Foreign Exchange
Territory Restrictions
Use Restrictions
Development Obligations
Technical Support
Marketing Requirements
Competition
Notice
Severability
Entire Agreement
Amendment
Waiver
Governing Law
Dispute Resolution
Arbitration
Insurance
Tax
Counterparts
Further Assurance
Relationship of Parties
Technology
Entertainment
Media
Manufacturing
Pharmaceuticals
Software Development
Consumer Goods
Oil and Gas
Agriculture
Telecommunications
Publishing
Fashion and Luxury Goods
Biotechnology
Research and Development
Education
Legal
Intellectual Property
Finance
Commercial
Business Development
Compliance
Research and Development
Technology Transfer
Innovation
International Business
Treasury
Tax
Legal Counsel
Intellectual Property Manager
Commercial Director
Chief Technology Officer
Business Development Manager
Finance Director
Compliance Officer
Licensing Manager
Contract Administrator
Chief Financial Officer
Research and Development Director
Innovation Manager
Technology Transfer Officer
General Counsel
Head of Intellectual Property
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