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The Perpetual Royalty License agreement is essential for businesses seeking to establish long-term licensing arrangements in India. This document is particularly relevant when a licensor wishes to grant permanent rights to use intellectual property while maintaining a continuous revenue stream through royalty payments. It incorporates provisions compliant with Indian intellectual property laws, the Contract Act, and where applicable, FEMA regulations for international licensing. The agreement is commonly used in technology transfers, brand licensing, patent licensing, and other IP-intensive transactions where the parties intend to create an indefinite licensing relationship. The document includes comprehensive sections on royalty calculations, reporting requirements, quality control measures, and audit rights, making it suitable for complex licensing arrangements while ensuring legal enforceability under Indian jurisdiction.

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers

2. Background: Context of the agreement, description of the intellectual property being licensed, and the parties' intentions

3. Definitions: Detailed definitions of terms used throughout the agreement, including Licensed Rights, Territory, and Royalty Rate

4. Grant of License: Scope of the perpetual license, including territory, field of use, and any restrictions

5. Royalty Obligations: Detailed structure of royalty calculations, payment terms, reporting requirements, and audit rights

6. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements or modifications

7. Quality Control: Standards and requirements for use of the licensed rights, including inspection rights

8. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement

9. Indemnification: Mutual indemnification obligations for third-party claims and breaches

10. Confidentiality: Protection of confidential information exchanged during the agreement

11. Record Keeping and Audit: Requirements for maintaining records and rights of audit

12. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law

13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability