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Right To License
"I need a Right to License agreement for my software company based in Auckland to license our project management software to a distributor in Australia, with the license term starting from March 1, 2025, including provisions for regular software updates and technical support."
1. Parties: Identifies and defines the Licensor and Licensee with their full legal names and addresses
2. Background: Explains the context of the agreement, including the nature of the intellectual property and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and exclusivity
5. Term and Termination: Details the duration of the license and circumstances under which it can be terminated
6. Payment Terms: Specifies license fees, royalties, payment schedule, and reporting requirements
7. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed rights
8. Licensor Obligations: Defines the licensor's ongoing responsibilities and support obligations
9. Intellectual Property Protection: Addresses IP ownership, protection measures, and handling of infringement
10. Warranties and Representations: States the warranties provided by each party regarding their rights and capabilities
11. Liability and Indemnification: Outlines liability limitations and indemnification obligations
12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Required when the license involves products or services that need to maintain certain quality standards
2. Sub-licensing Rights: Include when the licensee may need to grant sub-licenses to third parties
3. Marketing and Promotion: Necessary when the agreement includes terms about how the licensed property can be marketed
4. Audit Rights: Include when the licensor needs the right to audit the licensee's use of the licensed property or royalty calculations
5. Confidentiality: Required when sensitive information will be shared between parties
6. Development Obligations: Include when the licensee has obligations to develop or improve the licensed property
7. Export Control: Necessary when the license involves international use or cross-border activities
8. Source Code Escrow: Include for software licenses where source code access might be needed under certain conditions
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods
3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed property
4. Schedule 4 - Service Level Agreement: Details of support and maintenance services if applicable
5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures
6. Appendix A - Approved Use Guidelines: Guidelines and restrictions for using the licensed property
7. Appendix B - Reporting Templates: Standard forms for required periodic reports
8. Appendix C - Territory Map: Geographic boundaries of the license if territorially restricted
Authors
Approved Purpose
Background IP
Business Day
Commencement Date
Confidential Information
Derivative Works
Effective Date
Force Majeure Event
Gross Revenue
Improvement
Initial Term
Intellectual Property Rights
License
License Fee
Licensed Material
Licensed Product
Licensed Property
Licensed Rights
Licensed Territory
Licensee
Licensor
Net Revenue
New IP
Notice
Payment Date
Permitted Use
Prohibited Use
Quality Standards
Related Company
Renewal Term
Reporting Period
Royalty
Royalty Period
Specifications
Sub-license
Term
Territory
Third Party
Trade Marks
Updates
Working Day
Grant of License
License Restrictions
Term and Renewal
Payment and Royalties
Reporting and Audit
Quality Control
Intellectual Property Rights
Confidentiality
Warranties and Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment and Sub-licensing
Territory Restrictions
Non-Competition
Technical Support
Marketing and Promotion
Compliance with Laws
Record Keeping
Performance Obligations
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendment
Waiver
Further Assurance
Relationship of Parties
Costs
Counterparts
Technology and Software
Media and Entertainment
Manufacturing
Pharmaceuticals and Biotechnology
Research and Development
Consumer Products
Education and Training
Telecommunications
Creative Industries
Professional Services
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Compliance
Executive Leadership
Innovation
Product Development
Technology Transfer
Operations
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Commercial Director
Chief Technology Officer
Research and Development Director
Contract Manager
Compliance Officer
Chief Executive Officer
Innovation Manager
Product Development Manager
Technology Transfer Officer
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