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Royalty Licence Agreement
"I need a Royalty Licence Agreement for licensing our new software technology to manufacturers in Europe, with quarterly royalty payments of 5% of net sales and minimum annual guarantees, to be effective from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement
4. Grant of Rights: Scope of the licence, territories, and permitted uses
5. Royalty Payments: Payment terms, calculation methods, and reporting requirements
6. Duration and Termination: Term of agreement and circumstances for termination
7. Warranties and Representations: Legal assurances regarding IP ownership and right to license
8. Confidentiality: Protection of confidential information exchanged during the agreement
9. Governing Law and Jurisdiction: Specification of applicable law and courts for dispute resolution
1. Quality Control: Standards and requirements for licensed products or services, including approval processes
2. Minimum Performance Requirements: Minimum sales targets, revenue requirements, or other performance metrics
3. Sub-licensing Rights: Terms and conditions for granting sub-licenses to third parties
4. Audit Rights: Right to audit licensee's books and records for royalty verification
5. Marketing and Promotion: Requirements for marketing the licensed products/services and use of trademarks
1. Schedule 1 - Licensed IP: Detailed description of intellectual property being licensed including registration numbers
2. Schedule 2 - Royalty Calculation: Detailed methodology for calculating royalties, including rates and base calculations
3. Schedule 3 - Reporting Template: Standard format for royalty reports and payment calculations
4. Schedule 4 - Territory: List of countries/regions where licence applies
5. Schedule 5 - Quality Standards: Detailed quality control requirements and specifications
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