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Perpetual Royalty License
"I need a Perpetual Royalty License agreement under Belgian law for licensing our pharmaceutical manufacturing process to a German manufacturer, with quarterly royalty payments of 5% of net sales and including quality control provisions."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, ownership of the intellectual property, and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the perpetual license, including territory, field of use, and any restrictions
5. Royalty Obligations: Calculation method, payment terms, currency, and reporting requirements for royalties
6. Payment Terms: Detailed payment procedures, timing, method, and handling of taxes
7. Records and Audit Rights: Requirements for maintaining records and licensor's audit rights
8. Intellectual Property Protection: Obligations regarding IP protection, infringement actions, and maintenance
9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Term and Termination: Perpetual nature of the license and any termination rights for material breach
12. Governing Law and Jurisdiction: Application of Belgian law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Quality Control: Required when the license involves trademarks or quality-sensitive products
2. Improvements: Include when parties want to address rights to improvements or modifications
3. Sublicensing Rights: Include if sublicensing is permitted and under what conditions
4. Technical Support: Include if the licensor will provide technical support or training
5. Export Control: Required when licensed technology may be subject to export regulations
6. Source Code Escrow: Include for software licenses where source code access may be needed
7. Performance Obligations: Include when minimum sales or usage requirements apply
8. Insurance: Include when specific insurance coverage is required for licensed activities
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP covered by the license
2. Schedule 2 - Royalty Calculations: Detailed formulas and examples of royalty calculations
3. Schedule 3 - Reporting Template: Standard format for periodic royalty reports
4. Schedule 4 - Technical Specifications: Technical details of licensed technology or products
5. Schedule 5 - Quality Standards: Quality requirements and specifications if applicable
6. Appendix A - Approved Sublicensees: List of pre-approved sublicensees if applicable
7. Appendix B - Territory Definition: Detailed description of licensed territory if geographically limited
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Licensing Manager
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