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Royalty Bearing License
"I need a Royalty Bearing License agreement under Singapore law for licensing our patented semiconductor manufacturing process to a Malaysian manufacturer, with quarterly royalty payments of 5% of net sales and exclusive rights for Southeast Asia."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Effective Date, Royalty Period
4. Grant of License: Scope and nature of the license being granted, including any restrictions on use
5. Royalty Payments: Payment terms, calculation methods, reporting requirements, audit rights, and payment schedule
6. Term and Termination: Duration of agreement, renewal terms, and conditions for termination
7. Intellectual Property Rights: Ownership declarations, protection measures, and infringement procedures
8. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
9. Confidentiality: Protection of confidential information exchanged during the agreement
10. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Territory Restrictions: Geographic limitations on license use, applicable when license is restricted to specific regions
2. Sublicensing Rights: Terms for granting sublicenses, included when sublicensing is permitted
3. Quality Control: Standards and inspection rights, essential for trademark or brand-related licenses
4. Source Code Escrow: Terms for source code protection and access, relevant for software licenses
5. Minimum Performance Requirements: Minimum sales or revenue targets, included when licensor wants to ensure commercial exploitation
1. Schedule 1: Licensed IP: Detailed description and specification of the licensed intellectual property
2. Schedule 2: Royalty Calculations: Detailed methodology for calculating royalties, including examples and formulas
3. Schedule 3: Technical Specifications: Technical details and requirements for the licensed technology or products
4. Schedule 4: Reporting Template: Standard format for royalty reporting and calculations
5. Schedule 5: Quality Standards: Detailed quality requirements and testing procedures where applicable
Authors
Affiliate
Confidential Information
Effective Date
Field of Use
Improvement
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Net Sales
Patent Rights
Quarter
Reporting Period
Royalties
Royalty Rate
Sublicense
Technical Information
Term
Third Party
Trade Secrets
Trademarks
Year
Working Day
Scope of License
Territory and Exclusivity
Royalty Payments
Payment Terms
Reporting and Audit Rights
Quality Control
Intellectual Property Rights
Improvements
Warranties and Representations
Technical Support
Confidentiality
Term and Termination
Force Majeure
Assignment and Sublicensing
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Further Assurance
Severability
Entire Agreement
Waiver
Amendment
Relationship of Parties
Compliance with Laws
Records and Inspection
Export Control
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