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Sub Licence Agreement
"I need a Sub Licence Agreement for software technology in the healthcare sector, where my company will grant rights to our FDA-approved patient management system to three regional healthcare providers, with the agreement starting January 1, 2025."
1. Parties: Identification of the sub-licensor and sub-licensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the head license and confirmation of sub-licensing rights
3. Definitions: Key terms used throughout the agreement, including specific technical, commercial, and legal terminology
4. Grant of Sub-License: Detailed description of the rights being sub-licensed, including scope, territory, and any restrictions
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Payment Terms: Financial terms including royalties, fees, payment schedule, and reporting requirements
7. Quality Control: Standards and requirements for using the licensed intellectual property
8. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
9. Warranties and Representations: Assurances about the right to grant the sub-license and other key promises
10. Indemnification: Obligations to protect against and compensate for losses
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. General Provisions: Standard clauses including governing law, notices, and assignment rights
1. Minimum Performance Requirements: Used when the sub-licensee must meet specific sales or performance targets
2. Marketing and Promotion: Include when the agreement involves specific marketing obligations or restrictions
3. Technical Support: Required when the sub-license includes provision of technical support or maintenance
4. Training: Include when the sub-licensor must provide training on using the licensed IP
5. Audit Rights: Used when detailed financial or quality control auditing is required
6. Source Code Escrow: Include for software sub-licenses where source code protection is needed
7. Export Control: Required when the licensed IP is subject to export control regulations
8. Data Protection: Include when personal data processing is involved in the sub-licensed activities
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being sub-licensed
2. Schedule 2 - Territory: Specific geographical areas where the sub-license applies
3. Schedule 3 - Royalty Calculations: Detailed formula and examples for calculating royalties
4. Schedule 4 - Technical Specifications: Technical details of licensed products or technology
5. Schedule 5 - Quality Control Standards: Detailed quality requirements and testing procedures
6. Schedule 6 - Head License Terms: Relevant excerpts from the head license that affect the sub-license
7. Appendix A - Approved Forms of Marketing Materials: Templates or guidelines for marketing materials
8. Appendix B - Reporting Templates: Standard forms for required periodic reports
Authors
Affiliate
Authorized Purpose
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Head License
Head Licensor
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Territory
Net Sales
Patent Rights
Permitted Sub-Licensee
Quality Standards
Quarterly Report
Royalty Rate
Reporting Period
Sub-Licensed Rights
Sub-Licensor
Sub-Licensee
Technical Information
Term
Termination Date
Trade Marks
Trade Secrets
Updates
Working Day
Year
Background IP
Improvements
Licensed Software
Documentation
Minimum Performance Requirements
Revenue
Gross Receipts
Intellectual Property Claims
Material Breach
Permitted Uses
Restricted Territory
Royalty Period
Technical Specifications
Third Party Claims
Consideration
Payment Terms
Royalties
Quality Control
Performance Requirements
Territory Restrictions
Term and Duration
Termination
Intellectual Property Rights
Warranties
Representations
Indemnification
Confidentiality
Non-Competition
Assignment
Sub-Licensing Rights
Compliance with Head License
Audit Rights
Record Keeping
Reporting Requirements
Technical Support
Training
Marketing and Promotion
Product Development
Improvements
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notice Requirements
Amendment
Entire Agreement
Severability
Third Party Rights
Export Control
Data Protection
Insurance
Limitation of Liability
Competition Law Compliance
Use of Trade Marks
Quality Standards
Regulatory Compliance
Technology and Software
Pharmaceuticals and Healthcare
Media and Entertainment
Manufacturing
Consumer Goods
Telecommunications
Biotechnology
Research and Development
Fashion and Retail
Automotive
Legal
Intellectual Property
Commercial
Business Development
Compliance
Operations
Finance
Technology
Research and Development
Product Management
Legal Counsel
Licensing Manager
Intellectual Property Director
Commercial Director
Business Development Manager
Contract Manager
Chief Legal Officer
Intellectual Property Attorney
Compliance Officer
Technology Transfer Manager
Partnership Manager
Chief Technology Officer
Operations Director
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