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Sole License
"I need a Sole License agreement under Singapore law for licensing our patented manufacturing process to a single manufacturer in Southeast Asia, with royalty payments of 5% of net sales and a five-year term starting January 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context and purpose of the license agreement, including description of the intellectual property being licensed
3. Definitions: Key terms used throughout the agreement including technical terms and defined concepts
4. Grant of License: Specific rights being granted, scope of the sole license, and any reserved rights
5. Territory: Geographic scope of the license and any territorial restrictions
6. Duration: Term of the license, commencement date, and renewal provisions
7. Payment Terms: License fees, royalties, payment schedules, and reporting requirements
8. Obligations of the Parties: Specific duties and responsibilities of both licensor and licensee
9. Intellectual Property Protection: Provisions for maintaining and protecting the licensed IP rights
10. Termination: Conditions for ending the agreement and post-termination obligations
11. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Quality Control: Standards, monitoring requirements, and quality assurance provisions for licensed products or services
2. Sub-licensing Rights: Terms and conditions under which the licensee may (if permitted) grant sub-licenses
3. Improvements: Rights and obligations regarding technological improvements or modifications to the licensed property
4. Export Controls: Export restrictions and compliance requirements for international use
5. Technical Support: Terms for provision of technical assistance or support by licensor
1. Schedule 1 - Licensed Property: Detailed description and specifications of the intellectual property being licensed
2. Schedule 2 - Territory: Detailed definition of geographic scope and any territorial exclusions
3. Schedule 3 - Payment Terms: Detailed payment calculations, royalty rates, and payment schedules
4. Schedule 4 - Quality Standards: Technical specifications, quality control procedures, and compliance standards
5. Schedule 5 - Reporting Requirements: Forms and procedures for regular reporting of sales, usage, or other metrics
Authors
Commencement Date
Confidential Information
Effective Date
Exclusive Territory
Force Majeure
Improvements
Intellectual Property Rights
Licensed Property
Licensed Rights
Licensed Products
License Fee
Net Sales
Patents
Permitted Use
Quarterly Period
Royalties
Sole License
Term
Territory
Trade Marks
Working Day
Exclusivity
Territory and Scope
Duration and Term
Payments and Royalties
Quality Control
Performance Obligations
Intellectual Property Rights
Confidentiality
Warranties and Representations
Protection and Enforcement
Record Keeping
Audit Rights
Use of Trade Marks
Technical Support
Improvements
Sub-licensing
Assignment
Force Majeure
Termination
Post-Termination Obligations
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
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