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Royalty Bearing License
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including description of the intellectual property and business rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, exclusivity, and field of use
5. Royalty Obligations: Detailed provisions on royalty rates, calculation methods, and payment terms
6. Payment Terms: Specifics of payment timing, currency, method, and late payment consequences
7. Records and Audit Rights: Requirements for maintaining records and licensor's audit rights
8. Quality Control: Standards for quality assurance and licensor's inspection rights
9. Intellectual Property Protection: Provisions for maintaining and protecting the licensed IP
10. Representations and Warranties: Standard warranties regarding IP ownership and right to license
11. Term and Termination: Duration of agreement and grounds for termination
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Minimum Performance Requirements: Include when setting minimum sales or revenue targets
3. Marketing and Promotion: Include when specific marketing obligations are required
4. Technology Transfer: Include when technical knowledge or support is part of the license
5. Research and Development: Include when ongoing R&D obligations exist
6. Competition Restrictions: Include when there are non-compete or territorial restrictions
7. Export Control: Include when licensed products are subject to export regulations
8. Source Code Escrow: Include for software licenses where source code protection is needed
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP covered by the license
2. Schedule 2 - Royalty Rates and Calculations: Detailed breakdown of royalty rates and calculation methods
3. Schedule 3 - Quality Standards: Specific quality requirements and testing procedures
4. Schedule 4 - Reporting Templates: Standard forms for sales reports and royalty calculations
5. Schedule 5 - Technical Specifications: Technical details of licensed technology or products
6. Schedule 6 - Approved Sub-contractors: List of approved manufacturers or service providers
7. Schedule 7 - Territory Definition: Detailed description of licensed territory including any restrictions
8. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks or branding
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