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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including ownership of the IP and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use
5. License Fees and Payment Terms: Financial terms, including royalties, payment schedule, and reporting requirements
6. IP Protection and Maintenance: Obligations regarding IP protection, maintenance, and enforcement
7. Quality Control: Standards and requirements for use of the licensed IP
8. Representations and Warranties: Guarantees regarding IP ownership, validity, and non-infringement
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
12. General Provisions: Standard contractual provisions including notices, assignment, and amendments
1. Sublicensing Rights: Include when licensee is permitted to grant sublicenses
2. Improvements: Include when parties may develop improvements to the licensed IP and need to establish ownership/license rights
3. Source Code Escrow: Include for software licenses where source code access may be needed in specific circumstances
4. Export Control: Include when licensed IP may be subject to export control regulations
5. Technology Transfer: Include when technical assistance or training is required for IP implementation
6. Marketing and Promotion: Include when specific arrangements for marketing the licensed products are needed
7. Change of Control: Include when license rights should be affected by change in company ownership
8. Dispute Resolution: Include when parties want specific arbitration or mediation procedures
1. Schedule 1: Licensed IP: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2: Technical Specifications: Technical details and requirements for implementation of the licensed IP
3. Schedule 3: Quality Control Standards: Specific quality standards and testing procedures
4. Schedule 4: Royalty Calculations: Detailed methodology for calculating royalties
5. Schedule 5: Approved Sub-contractors: List of approved third parties who may access or use the licensed IP
6. Appendix A: Form of Royalty Report: Template for regular royalty reporting
7. Appendix B: Technical Documentation: User manuals, documentation, and technical materials
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Media and Entertainment
Telecommunications
Research and Development
Electronics
Fashion and Luxury Goods
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Intellectual Property
Research and Development
Business Development
Technology Transfer
Innovation
Commercial
Compliance
Patents and Trademarks
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IP Manager
Licensing Director
Chief Technology Officer
Research and Development Director
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Commercial Director
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