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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the product and business relationship
3. Definitions: Key terms used throughout the agreement
4. Grant of Rights: Scope of manufacturing and distribution rights being licensed
5. Territory: Geographical areas where rights can be exercised
6. Term and Termination: Duration of agreement and circumstances for termination
7. Manufacturing Requirements: Quality standards, specifications, and production requirements
8. Distribution Obligations: Sales targets, marketing requirements, and distribution channels
9. Intellectual Property Rights: Protection and usage of IP, including trademarks and patents
10. Payment Terms: Royalties, fees, and payment mechanisms
11. Confidentiality: Protection of confidential information
1. Minimum Purchase Requirements: Optional section specifying minimum order quantities or values, used when licensor wants to ensure minimum production/sales volumes
2. Sub-licensing Rights: Optional section covering rights to grant sub-licenses, used when licensee may need to involve third parties
3. Technical Support: Optional section detailing support provisions from licensor, used when manufacturing requires ongoing technical assistance
4. Marketing Requirements: Optional section specifying marketing obligations, used when brand consistency is crucial
5. Change Control: Optional section covering process for making changes to specifications, used for complex manufacturing processes
1. Product Specifications: Detailed technical specifications of products
2. Quality Standards: Detailed quality requirements and testing procedures
3. Territory Map: Detailed description or map of licensed territories
4. Royalty Calculations: Detailed explanation of royalty calculations and examples
5. Approved Sub-contractors: List of approved manufacturing or distribution partners
6. Brand Guidelines: Requirements for use of trademarks and branding
7. Minimum Performance Requirements: Detailed sales targets and performance metrics
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