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Non Exclusive License Agreement
1. Parties: Identification and details of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including brief description of the intellectual property being licensed and the parties' intentions
3. Definitions: Key terms used throughout the agreement, including Licensed Rights, Territory, Term, and any technical terminology
4. Grant of License: Scope of the non-exclusive license, including permitted uses, territory, and any restrictions
5. Term and Termination: Duration of the license, renewal provisions, and circumstances for termination
6. License Fees: Payment terms, including license fees, royalties, payment schedule, and reporting requirements
7. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements or modifications
8. Licensee Obligations: Core responsibilities of the licensee in using the licensed rights
9. Quality Control: Standards and requirements for use of the licensed rights, including any approval processes
10. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
11. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties
12. Confidentiality: Protection of confidential information exchanged during the license relationship
13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Sublicensing Rights: Include when licensee is permitted to sublicense the rights to third parties
2. Technical Support: Include when licensor provides technical support or maintenance services
3. Training: Include when licensor provides training for the licensed technology or software
4. Export Control: Include when licensed rights involve international transfer of technology
5. Source Code Escrow: Include for software licenses where source code access may be required
6. Data Protection: Include when the licensed technology involves processing personal data
7. Marketing and Promotion: Include when specific marketing requirements or restrictions apply
8. Audit Rights: Include when licensor requires right to audit licensee's use or royalty calculations
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed technology
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4 - Quality Control Requirements: Specific quality standards and monitoring procedures
5. Schedule 5 - Support Services: Details of any technical support or maintenance services
6. Appendix A - Approved Use Guidelines: Specific guidelines for how the licensed rights may be used
7. Appendix B - Reporting Templates: Standard forms for usage reports and royalty calculations
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