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Royalty License Agreement
"I need a Royalty License Agreement under Singapore law for licensing our new software technology to multiple distributors in Southeast Asia, with a tiered royalty structure based on sales volume and quarterly reporting requirements."
1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including ownership of IP rights and intention to license
3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Term, etc.
4. Grant of License: Scope of license, territory, and permitted uses
5. Royalty Payments: Calculation method, payment terms, currency, and reporting requirements
6. Term and Termination: Duration of agreement and circumstances for termination
7. Confidentiality: Protection of confidential information exchanged during the agreement
1. Quality Control: Standards for using licensed IP - typically included when licensing trademarks or brands
2. Minimum Performance Requirements: Minimum sales or usage requirements - included for exclusive licenses or when licensor wants to ensure commercial exploitation
3. Improvements: Rights to improvements or modifications - relevant for technology licenses where improvements are likely
4. Sub-licensing Rights: Terms for sub-licensing - included when licensee needs to grant sub-licenses
1. Schedule 1 - Licensed IP: Detailed description of licensed intellectual property
2. Schedule 2 - Royalty Calculations: Detailed formula and examples for royalty calculations
3. Schedule 3 - Reporting Template: Format for periodic royalty reports
4. Schedule 4 - Quality Standards: Detailed quality requirements and specifications
5. Schedule 5 - Territory: Detailed description of licensed territory if complex
Authors
Background IP
Confidential Information
Commencement Date
Effective Date
Force Majeure Event
Gross Revenue
Improvements
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Licensor IP
Net Sales
Quarter
Reporting Period
Royalties
Royalty Period
Royalty Rate
Sublicense
Sublicensee
Term
Termination Date
Trade Marks
Working Day
Royalty Payments
Payment Terms
Audit Rights
Quality Control
Intellectual Property Rights
Confidentiality
Representations and Warranties
Term and Termination
Territory Restrictions
Sub-licensing
Performance Obligations
Record Keeping
Reporting Requirements
Improvements
Non-Competition
Indemnification
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Notices
Severability
Amendment and Waiver
Compliance with Laws
Tax Provisions
Insurance
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