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Basic License Agreement
"I need a Basic License Agreement for licensing our company's proprietary software to enterprise customers in the EU and North America, with quarterly royalty payments and restrictions on modification rights."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. Term and Termination: Duration of license and conditions for termination
6. Payment Terms: License fees, royalties, and payment schedule
7. Intellectual Property Rights: Ownership and protection of licensed IP
1. Territory Restrictions: Geographic limitations on license use - include when license is geographically restricted
2. Quality Control: Standards for licensed product/service - include for trademark or brand-related licenses
3. Sublicensing Rights: Rights to grant licenses to third parties - include when sublicensing might be permitted
4. Source Code Escrow: Terms for source code protection - include for software licenses
1. Schedule A - Licensed Property: Detailed description of licensed IP
2. Schedule B - Territory: Detailed description of geographic scope
3. Schedule C - Royalty Calculations: Detailed payment terms and calculations
4. Schedule D - Technical Specifications: Technical details of licensed property
Authors
Affiliate
Confidential Information
Effective Date
Intellectual Property Rights
Licensed Property
Licensed Products
Licensed Territory
License Fee
Net Sales
Royalties
Term
Termination Date
Trademarks
Patents
Copyrights
Trade Secrets
Technical Information
Documentation
Field of Use
Improvements
Quality Standards
Subsidiary
Force Majeure
Working Day
Proprietary Rights
Background IP
Derivative Works
Scope of License
Territory
Payment and Royalties
Confidentiality
Intellectual Property Rights
Warranties and Representations
Quality Control
Record Keeping
Audit Rights
Term and Termination
Force Majeure
Assignment
Sublicensing
Indemnification
Insurance
Compliance with Laws
Notice
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Non-Competition
Technical Support
Maintenance
Performance Standards
Reporting Requirements
Use of Trademarks
Export Control
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