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Royalty Bearing License
"I need a Royalty Bearing License agreement under Belgian law for licensing our patented pharmaceutical manufacturing process to a European manufacturer, with quarterly royalty payments of 5% of net sales and an initial term starting March 2025."
1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, ownership of the intellectual property, and purpose of the license
3. Definitions: Defined terms used throughout the agreement, including Licensed Rights, Territory, and Royalties
4. Grant of License: Scope of the license, including territory, exclusivity/non-exclusivity, and field of use
5. Royalties and Payment Terms: Royalty rates, calculation methods, payment frequency, currency, and payment mechanisms
6. Reporting and Audit Rights: Requirements for sales reporting, record-keeping, and licensor's audit rights
7. Quality Control: Quality standards, approval procedures, and inspection rights
8. Intellectual Property Protection: IP ownership, protection obligations, and infringement procedures
9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and product quality
10. Term and Termination: Duration of the agreement, renewal terms, and termination rights
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. General Provisions: Standard clauses including governing law, notices, assignment, and entire agreement
1. Minimum Royalty Guarantees: Used when the licensor requires minimum guaranteed royalty payments regardless of sales performance
2. Sublicensing Rights: Include when the licensee is permitted to grant sublicenses to third parties
3. Development Obligations: Required when the license includes obligations to develop or improve the licensed technology
4. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
5. Regulatory Compliance: Required for regulated industries or products requiring specific compliance measures
6. Source Code Escrow: Include for software licenses where source code access may be required under certain conditions
7. Data Protection: Required when personal data processing is involved in the licensed activities
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being licensed
2. Schedule 2 - Royalty Rates and Calculations: Detailed breakdown of royalty rates, including any volume-based variations
3. Schedule 3 - Technical Specifications: Technical requirements and specifications for licensed products or technology
4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and testing procedures
5. Schedule 5 - Reporting Templates: Standard forms for sales reporting and royalty calculations
6. Schedule 6 - Approved Third-Party Manufacturers: List of approved manufacturers or suppliers if applicable
7. Appendix A - Form of Royalty Report: Template for periodic royalty reporting
8. Appendix B - Trade Mark Usage Guidelines: Guidelines for proper use of licensed trademarks
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A Belgian law-governed agreement granting perpetual IP rights in exchange for ongoing royalty payments.
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