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Royalty Bearing License Agreement
"I need a Royalty Bearing License Agreement for licensing our patented water filtration technology to manufacturers in Ontario, with quarterly royalty payments of 5% of net sales and a minimum annual guarantee of $100,000."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the intellectual property and parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope, nature, and territory of the license grant, including any field of use restrictions
5. Royalty Obligations: Detailed royalty calculation methods, minimum payments, and payment terms
6. Payment Terms: Specifics of payment timing, currency, method, and late payment consequences
7. Reporting and Audit Rights: Requirements for royalty reporting and licensor's audit rights
8. Intellectual Property Rights: Ownership confirmation and IP protection obligations
9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
10. Term and Termination: Duration of agreement and grounds for termination
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Indemnification: Mutual or one-way indemnification obligations
13. General Provisions: Standard boilerplate including governing law, notices, assignment, and entire agreement
1. Quality Control: Required for trademark licenses or when product quality standards must be maintained
2. Technical Support: Include when technical assistance or training is part of the agreement
3. Source Code Escrow: For software licenses where source code access might be needed under certain conditions
4. Sublicensing Rights: Include when licensee is permitted to sublicense the technology
5. Improvement Rights: Define rights to technological improvements made by either party
6. Export Control: Required for technologies subject to export regulations
7. Insurance: Include when specific insurance coverage is required
8. Change of Control: Include when agreement survival after ownership changes needs addressing
9. Alternative Dispute Resolution: Optional mediation or arbitration procedures
1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed (patents, trademarks, copyrights, etc.)
2. Schedule B - Royalty Calculation Methods: Detailed formulas and examples of royalty calculations
3. Schedule C - Reporting Templates: Standard forms for royalty reporting
4. Schedule D - Technical Specifications: Technical details of licensed technology or products
5. Schedule E - Quality Control Standards: Specific quality requirements and testing procedures
6. Schedule F - Territory Definition: Detailed description of geographic territories included in license
7. Appendix 1 - Approved Sublicensees: List of pre-approved sublicensees (if applicable)
8. Appendix 2 - Contact Information: Key contacts for various aspects of agreement administration
Authors
Technology
Pharmaceutical
Manufacturing
Entertainment
Media
Biotechnology
Software
Consumer Goods
Industrial Products
Research & Development
Telecommunications
Energy
Natural Resources
Legal
Finance
Intellectual Property
Business Development
Commercial
Compliance
Research & Development
Accounting
Technology Transfer
Corporate Development
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Commercial Director
Chief Financial Officer
Business Development Manager
Contract Manager
Technology Transfer Officer
IP Portfolio Manager
Finance Director
Compliance Officer
General Counsel
Corporate Lawyer
Royalty Accounting Manager
Chief Technology Officer
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