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1. Parties: Identification of the Licensor and Licensee with their full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the licensed IP, and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed IP, Territory, Field of Use, and Effective Date
4. Grant of License: Explicit statement of exclusive license grant, scope of rights, and territorial limitations
5. Exclusivity Terms: Specific provisions detailing the nature of exclusivity, restrictions on licensor, and any reserved rights
6. License Fees and Royalties: Financial terms including upfront payments, recurring royalties, calculation methods, and payment terms
7. Quality Control: Standards for using the licensed IP and licensor's right to monitor and inspect
8. Protection and Enforcement: Obligations regarding IP protection, handling infringement, and cooperation in enforcement
9. Representations and Warranties: Parties' assertions regarding IP ownership, authority to license, and other material facts
10. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
11. Post-Termination Obligations: Rights and obligations of parties after agreement termination
12. Confidentiality: Protection of confidential information exchanged during the agreement
13. Governing Law and Dispute Resolution: Choice of Pakistani law and dispute resolution mechanisms
14. General Provisions: Standard clauses including notices, assignment, force majeure, and entire agreement
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Improvements: Include when parties anticipate developments or improvements to the licensed IP
3. Manufacturing Requirements: Include for licenses involving product manufacturing or production specifications
4. Export Control: Include when licensed products or technology may be subject to export regulations
5. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
6. Technical Support: Include when licensor provides technical assistance or support services
7. Minimum Performance Requirements: Include when license includes minimum sales or performance targets
8. Insurance: Include when specific insurance coverage is required for licensed activities
1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule B - Territory and Field of Use: Specific geographical areas and permitted applications of the licensed IP
3. Schedule C - Royalty Rates and Calculations: Detailed breakdown of financial terms, including calculation methods
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Technical Specifications: Technical details and requirements for licensed products or processes
6. Appendix 1 - Approved Form of Sublicense Agreement: Template for sublicense agreements if sublicensing is permitted
7. Appendix 2 - Reporting Templates: Standard forms for required periodic reports and royalty calculations
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Intellectual Property Manager
Licensing Director
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