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Product Licensing Agreement
"I need a Product Licensing Agreement for licensing our new medical device software to healthcare providers in the United States, with exclusive territory rights and quarterly royalty payments starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the product and parties' objectives
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses
5. License Fees and Payment Terms: Financial terms, royalty rates, payment schedules, and reporting requirements
6. Intellectual Property Rights: Ownership and protection of IP rights related to the product
7. Quality Control: Standards, specifications, and quality assurance requirements
8. Obligations of the Parties: Specific responsibilities of both licensor and licensee
9. Representations and Warranties: Statements of fact and promises made by each party
10. Indemnification: Protection against third-party claims and allocation of risks
11. Confidentiality: Protection of confidential information shared between parties
12. Term and Termination: Duration of agreement, renewal terms, and termination rights
13. Post-Termination Obligations: Rights and obligations that survive termination
14. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Sublicensing Rights: Include when licensee is permitted to sublicense the product to third parties
2. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
3. Technical Support: Include when licensor provides technical support or maintenance services
4. Training: Include when licensor must provide training to licensee's personnel
5. Insurance: Include when specific insurance requirements are necessary
6. Export Control: Include for products subject to export regulations
7. Source Code Escrow: Include for software products where source code protection is needed
8. Minimum Performance Requirements: Include when licensee must meet specific sales or performance targets
9. Field of Use Restrictions: Include when license is restricted to specific applications or industries
1. Schedule A - Licensed Product Specifications: Detailed technical specifications and description of the licensed product
2. Schedule B - Territory: Detailed description of geographic territories covered by the license
3. Schedule C - Royalty Rates and Calculations: Detailed breakdown of payment terms and calculation methods
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Trademark Usage Guidelines: Rules for using licensor's trademarks and branding
6. Appendix 1 - Reporting Templates: Standard forms for sales reports and royalty calculations
7. Appendix 2 - Technical Documentation: Product documentation, manuals, and technical specifications
8. Appendix 3 - Service Level Agreement: Performance standards and support requirements if applicable
Authors
Affiliate
Applicable Law
Background IP
Confidential Information
Commencement Date
Documentation
Effective Date
Force Majeure
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Product
Licensed Technology
License Fee
Licensed Territory
License Period
Net Sales
Patent Rights
Quality Standards
Renewal Term
Royalty
Royalty Period
Specifications
Subsidiary
Technical Information
Term
Territory
Third Party
Trademarks
Trade Secrets
Working Day
Year
Sublicensee
Marketing Materials
Minimum Performance Requirements
Product Modifications
Quality Control Procedures
Reporting Period
Sales Report
Source Code
Technical Support
User Documentation
Valid Claim
Warranty Period
Grant of License
Territory
Exclusivity
License Fees
Royalties
Payment Terms
Intellectual Property Rights
Quality Control
Performance Standards
Representations and Warranties
Indemnification
Limitation of Liability
Confidentiality
Non-Competition
Technical Support
Training
Record Keeping
Audit Rights
Reporting Requirements
Marketing and Promotion
Regulatory Compliance
Insurance
Force Majeure
Assignment
Sublicensing
Term and Duration
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendments
Severability
Waiver
Further Assurance
Third Party Rights
Counterparts
Good Faith
Technology & Software
Manufacturing
Consumer Goods
Pharmaceuticals & Healthcare
Electronics
Automotive
Entertainment & Media
Telecommunications
Retail
Industrial Products
Biotechnology
Fashion & Apparel
Food & Beverage
Gaming
Legal
Intellectual Property
Business Development
Commercial
Operations
Finance
Product Development
Quality Assurance
Manufacturing
Sales
Compliance
Research & Development
Chief Executive Officer
Chief Legal Officer
Chief Technology Officer
Chief Commercial Officer
Intellectual Property Counsel
Commercial Counsel
Licensing Manager
Business Development Manager
Product Manager
Operations Director
Quality Control Manager
Finance Director
Commercial Director
Technology Transfer Manager
Contract Manager
IP Portfolio Manager
Sales Director
Manufacturing Manager
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