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Royalty Non Exclusive License
"I need a Royalty Non-Exclusive License agreement for licensing our proprietary software to multiple distributors across the EU, with a royalty rate of 8% of net sales and the agreement to commence from March 1, 2025."
1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement including description of the intellectual property and parties' intentions
3. Definitions: Defined terms used throughout the agreement including Licensed Rights, Territory, and Royalties
4. Grant of License: Scope of the non-exclusive license, permitted uses, and territorial limitations
5. Royalty Payments: Detailed royalty calculation method, payment terms, currency, and reporting requirements
6. Records and Audit Rights: Licensee's obligation to maintain records and licensor's audit rights
7. Quality Control: Standards for use of licensed rights and quality maintenance requirements
8. Intellectual Property Protection: Rights and obligations regarding IP protection, infringement actions
9. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement
10. Term and Termination: Duration of agreement and grounds for termination
11. Post-Termination Obligations: Obligations of parties after agreement ends
12. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Minimum Performance Requirements: Include when setting minimum sales or usage targets
3. Export Control: Include for cross-border licensing involving regulated technologies
4. Data Protection: Include when personal data processing is involved (GDPR compliance)
5. Source Code Escrow: Include for software licensing arrangements
6. Change of Control: Include when rights/obligations should change upon ownership change
7. Competition Law Compliance: Include specific provisions for compliance with EU competition law
8. Tax Provisions: Include detailed tax handling for cross-border royalty payments
1. Schedule 1 - Licensed Rights: Detailed description of licensed intellectual property
2. Schedule 2 - Royalty Calculation: Detailed formula and examples of royalty calculations
3. Schedule 3 - Technical Specifications: Technical requirements and standards for licensed technology
4. Schedule 4 - Quality Control Procedures: Detailed quality control requirements and processes
5. Schedule 5 - Reporting Template: Template for periodic royalty reports
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Schedule 7 - Territory Definition: Detailed description of geographic scope of license
8. Appendix A - Contact Details: Key contacts for both parties for various purposes
Authors
Technology
Software Development
Manufacturing
Pharmaceuticals
Entertainment
Media
Biotechnology
Telecommunications
Consumer Goods
Research & Development
Fashion & Apparel
Publishing
Gaming
Industrial Design
Chemical Industry
Legal
Intellectual Property
Business Development
Finance
Research & Development
Commercial
Compliance
Technology Transfer
Innovation
Contract Management
Patent
Licensing Operations
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Commercial Director
Finance Director
Compliance Officer
Research & Development Director
Contract Manager
Patent Attorney
Technology Transfer Officer
Innovation Manager
Chief Legal Officer
Royalty Accounting Manager
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