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Exclusive And Non Exclusive Licence
"I need an Exclusive and Non-Exclusive Licence agreement to license our software patents exclusively in the UK and non-exclusively in the EU, with quarterly royalty payments and quality control provisions, to be effective from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of licensed rights
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of rights being licensed, including exclusive and non-exclusive elements
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Payment Terms: Fees, royalties, and payment conditions for both exclusive and non-exclusive elements
7. Intellectual Property Rights: Ownership and protection of IP, including restrictions and reservations
8. Warranties and Representations: Statements and guarantees by both parties regarding rights and capabilities
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and related jurisdictional matters
1. Quality Control: Standards and requirements for licensed products or services, typically used for trademark or brand-related licenses
2. Territory Restrictions: Geographical limitations and territorial scope of the license
3. Sub-licensing Rights: Provisions regarding the right to grant sub-licenses to third parties
4. Minimum Performance Requirements: Performance targets and minimum requirements for licensee, typically used in exclusive licenses
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws and regulations
1. Schedule 1 - Licensed Rights: Detailed description of intellectual property rights being licensed
2. Schedule 2 - Royalty Calculations: Detailed payment terms, calculation methods, and reporting requirements
3. Schedule 3 - Quality Standards: Specific quality requirements, specifications, and compliance procedures
4. Schedule 4 - Approved Territory: List of territories where license is valid and any territorial restrictions
5. Schedule 5 - Minimum Performance Criteria: Detailed performance targets and measurement metrics
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