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Technology License Agreement
"Need a Technology License Agreement for licensing our proprietary machine learning software to a Singapore-based manufacturing company, with exclusive rights in Southeast Asia and including provisions for technical support and source code escrow, to be effective from March 2025."
1. Parties: Identification of licensor and licensee, including registration details and addresses
2. Background: Context of the agreement, including description of the technology and purpose of licensing
3. Definitions: Key terms used throughout the agreement including Technology, Licensed Rights, Territory, etc.
4. Grant of License: Scope of license, including territory, exclusivity, and field of use restrictions
5. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
6. IP Rights and Protection: Ownership of IP, protection measures, and handling of improvements
7. Confidentiality: Protection of confidential information and trade secrets
8. Term and Termination: Duration, renewal options, and termination circumstances
1. Technical Support: Terms for technical assistance and support when ongoing technical support is part of the agreement
2. Source Code Escrow: Terms for source code protection and access when licensing software technology
3. Export Control: Export restrictions and compliance requirements when technology may be subject to export controls
4. Technology Transfer: Process and terms for transferring technology when physical transfer or training is required
1. Schedule 1 - Technical Description: Detailed description of the licensed technology
2. Schedule 2 - Payment Schedule: Detailed breakdown of fees, royalties, and payment terms
3. Schedule 3 - Technical Support Services: Specification of support services and service levels
4. Schedule 4 - Licensed Patents/IP: List of specific IP rights covered by the license
5. Schedule 5 - Performance Requirements: Minimum performance or usage requirements if applicable
Authors
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Foreground IP
Improvements
Intellectual Property Rights
Know-How
License
Licensed Products
Licensed Technology
Licensed Territory
Net Sales
Patents
Related Rights
Royalties
Technical Documentation
Technical Information
Technology
Term
Trade Secrets
Trademarks
Working Day
Scope of License
License Fees and Royalties
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties and Representations
Technical Support
Quality Control
Record Keeping
Reporting Requirements
Improvements
Sub-licensing Rights
Territory Restrictions
Field of Use Restrictions
Term and Duration
Termination
Post-Termination Obligations
Technology Transfer
Maintenance and Support
Compliance with Laws
Export Control
Dispute Resolution
Governing Law
Force Majeure
Assignment
Indemnification
Insurance
Notices
Entire Agreement
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