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1. Parties: Identifies the sub-licensor and sub-licensee, including their legal status and registered addresses
2. Background: Establishes the context, including reference to the head license and authority to grant sub-license
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Grant of Sub-License: Specifies the rights being granted, including scope, territory, and any restrictions
5. Term and Termination: Duration of the sub-license and circumstances for termination
6. Fees and Payment: Details of license fees, royalties, payment terms and conditions
7. Sub-Licensee Obligations: Key responsibilities and restrictions on the sub-licensee
8. Intellectual Property Rights: Protection of IP rights, ownership, and infringement provisions
9. Quality Control: Standards and requirements for use of the licensed property
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Statements of fact and promises by both parties
12. Liability and Indemnification: Risk allocation and protection against claims
13. General Provisions: Standard legal clauses including notices, assignment, governing law
1. Export Control: Required when the licensed material is subject to export regulations
2. Data Protection: Needed when personal data processing is involved in the licensed activities
3. Source Code Escrow: For software sub-licenses where source code protection is required
4. Performance Requirements: When specific performance metrics or minimum requirements apply
5. Training and Support: If technical support or training is part of the sub-license arrangement
6. Insurance: When specific insurance coverage is required for the licensed activities
7. Compliance with Head License: Detailed provisions ensuring alignment with head license terms when needed
8. Sub-Sub-Licensing Rights: If further sub-licensing is permitted, including conditions and restrictions
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Head License Extract: Relevant terms from the head license that affect the sub-license
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Technical Specifications: Technical requirements and specifications for using the licensed property
5. Schedule 5 - Quality Control Guidelines: Detailed quality control procedures and standards
6. Schedule 6 - Territory: Detailed description of geographical or market limitations
7. Appendix A - Approved Use Cases: Specific approved applications or uses of the licensed property
8. Appendix B - Reporting Templates: Standard forms for required reporting and monitoring
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Media and Entertainment
Telecommunications
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Retail
Healthcare
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Intellectual Property
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Business Development
Compliance
Operations
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Partnerships
Research and Development
Strategy
Licensing
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Intellectual Property Manager
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