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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the intellectual property, and purpose of the license
3. Definitions: Defined terms used throughout the agreement, including 'Licensed Property', 'Territory', 'Intellectual Property Rights'
4. Grant of License: Scope of the non-exclusive perpetual license, permitted uses, and territory
5. License Fees: Payment terms, including initial fees and any ongoing maintenance fees
6. Intellectual Property Rights: Confirmation of ownership, protection of rights, and handling of improvements
7. Licensee Obligations: Responsibilities of the licensee in using the licensed property
8. Quality Control: Standards for use of the licensed property and quality maintenance requirements
9. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement
10. Limitation of Liability: Limitations on liability and exclusions consistent with UAE law
11. Term and Termination: Duration of the agreement and grounds for termination despite perpetual nature
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the property to third parties
2. Source Code Escrow: For software licenses where source code protection is required
3. Export Control: When licensed property is subject to export control regulations
4. Training and Support: If ongoing technical support or training is part of the agreement
5. Data Protection: When personal data processing is involved in the licensed property
6. Localization Requirements: When licensed property needs to be adapted for UAE market
7. Shariah Compliance: When agreement needs to explicitly address Shariah law compliance
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed property
3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed property
7. Appendix B - Quality Control Standards: Detailed quality control requirements and processes
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