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1. Parties: Identification of the IP owner (Lessor) and the party leasing the IP (Lessee), including full legal names and addresses
2. Background: Context of the agreement, including brief description of the IP and purpose of the lease arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Grant of Rights: Specific IP rights being leased, scope of use, and any territorial limitations
5. Term and Renewal: Duration of the lease agreement and conditions for renewal
6. Payment Terms: Lease fees, payment schedule, and any royalty calculations
7. Protection of IP Rights: Obligations regarding IP protection, including maintenance of registrations and handling of infringement
8. Quality Control: Standards for use of the IP and quality maintenance requirements
9. Confidentiality: Provisions for protecting confidential information related to the IP
10. Warranties and Representations: Warranties regarding IP ownership, validity, and non-infringement
11. Termination: Grounds for termination and consequences
12. Post-Termination Obligations: Obligations of parties after agreement ends
13. General Provisions: Standard clauses including notices, governing law, and dispute resolution
1. Development Rights: Used when the lessee is permitted to develop or modify the IP
2. Sublicensing Rights: Include when the lessee is permitted to sublicense the IP to third parties
3. Technology Transfer: Required when technical knowledge or support is needed for IP implementation
4. Performance Obligations: Include when specific performance targets or minimums are required
5. Insurance: Used when specific insurance coverage is required for IP use
6. Competition Restrictions: Include when there are restrictions on competing products/services
7. Change of Control: Used when change in company ownership affects the agreement
8. Source Code Escrow: For software IP where source code needs to be held in escrow
1. Schedule 1 - IP Description: Detailed description of all IP assets covered by the lease, including registration numbers
2. Schedule 2 - Payment Terms: Detailed payment schedule, calculation methods for royalties, and reporting requirements
3. Schedule 3 - Technical Specifications: Technical details and specifications for the IP implementation
4. Schedule 4 - Quality Standards: Detailed quality control requirements and standards
5. Schedule 5 - Approved Use Cases: Specific approved uses and applications of the IP
6. Schedule 6 - Territory Definition: Detailed description of geographical territories where IP can be used
7. Appendix A - IP Documentation: Copies of relevant IP registrations and certificates
8. Appendix B - Form of Reports: Templates for required reporting under the agreement
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