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Licensing Agreement Terms
"I need a Licensing Agreement Terms document for a software company based in Brussels to license our proprietary AI technology to automotive manufacturers across the EU, with special attention to data protection and source code protection clauses."
1. Parties: Identification and details of the licensor and licensee, including registered addresses and company numbers
2. Background: Context of the agreement, description of the intellectual property being licensed, and parties' objectives
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Field of Use
4. License Grant: Scope of the license, including whether exclusive or non-exclusive, territory, and field of use restrictions
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances allowing termination
6. Payment Terms: License fees, royalties, payment schedule, audit rights, and late payment consequences
7. Intellectual Property Rights: Ownership confirmation, protection of IP rights, and handling of improvements or modifications
8. Confidentiality: Protection of confidential information exchanged during the license relationship
9. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
10. Liability and Indemnification: Limitation of liability provisions and indemnification obligations
11. Force Majeure: Circumstances excusing performance and consequences
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Quality Control: For trademark licenses, provisions regarding quality standards and control
2. Source Code Escrow: For software licenses, terms regarding source code escrow arrangements
3. Data Protection: GDPR compliance provisions where personal data processing is involved
4. Training and Support: For technical licenses, provisions regarding technical support and training
5. Anti-Corruption: Compliance with anti-corruption laws for international licensing
6. Export Control: For international licenses involving regulated technologies
7. Sub-licensing Rights: Terms governing the licensee's right to sub-license, if permitted
8. Performance Obligations: Minimum performance or sales requirements for exclusive licenses
9. Competition Law Compliance: Specific provisions ensuring compliance with EU competition law
1. Schedule 1: Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2: Technical Specifications: Technical details and specifications of the licensed technology
3. Schedule 3: Quality Standards: Quality requirements and specifications for trademark licenses
4. Schedule 4: Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
5. Schedule 5: Support Services: Description of support services, response times, and service levels
6. Appendix A: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix B: Territory Definition: Detailed description of the licensed territory including any exclusions
8. Appendix C: Reporting Templates: Templates for required periodic reports and royalty calculations
Authors
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Media and Entertainment
Research and Development
Education
Consumer Goods
Fashion and Apparel
Telecommunications
Industrial Technology
Gaming and Interactive Entertainment
Healthcare
Automotive
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Compliance
Technology Transfer
Innovation
Contracts Administration
Corporate Affairs
Product Development
Technical Operations
Strategy
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research Director
Commercial Director
Contract Manager
IP Rights Administrator
Technology Transfer Officer
Innovation Manager
General Counsel
Chief Legal Officer
Partnership Manager
Compliance Officer
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