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Product License
"I need a Product License agreement for software that we're licensing to European automotive manufacturers, with specific provisions for source code escrow and quarterly royalty payments starting March 2025."
1. Parties: Identification and details of the licensor and licensee, including registered addresses and company details
2. Background: Context of the agreement, including brief description of the product and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including usage rights and restrictions
5. License Fee and Payment Terms: Financial terms, payment schedule, and any recurring fees or royalties
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights in the product
7. Term and Termination: Duration of the license and circumstances for termination
8. Licensee Obligations: Key responsibilities and obligations of the licensee in using the product
9. Warranties and Representations: Warranties regarding the product and intellectual property rights
10. Liability and Indemnification: Limitation of liability and indemnification provisions
11. Confidentiality: Protection of confidential information exchanged during the license period
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Sublicensing Rights: Include when licensee is permitted to sublicense the product to third parties
2. Territory Restrictions: Include when the license is restricted to specific geographic regions
3. Quality Control: Include for products requiring specific quality standards or compliance requirements
4. Support and Maintenance: Include when ongoing technical support or maintenance services are provided
5. Data Protection: Include when the licensed product involves processing of personal data
6. Export Control: Include when the product is subject to export control regulations
7. Source Code Escrow: Include for software licenses where source code escrow is required
8. Training and Implementation: Include when the license includes training or implementation services
1. Product Specification: Detailed technical specifications and features of the licensed product
2. License Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods
3. Service Level Agreement: Performance metrics and service levels for product support (if applicable)
4. Authorized Users: List of authorized users or user categories permitted to use the product
5. Territory Schedule: Detailed description of authorized territories for product use
6. Maintenance and Support Terms: Detailed terms for maintenance and support services if provided
7. Documentation: List of product documentation provided with the license
Authors
Technology and Software
Manufacturing
Pharmaceuticals and Healthcare
Biotechnology
Consumer Goods
Industrial Equipment
Research and Development
Telecommunications
Media and Entertainment
Electronics
Automotive
Chemical Industry
Clean Technology
Medical Devices
Legal
Intellectual Property
Commercial
Business Development
Sales
Product Development
Research and Development
Operations
Procurement
Compliance
Finance
Technical Operations
Legal Counsel
Licensing Manager
Intellectual Property Manager
Contract Manager
Business Development Director
Chief Technology Officer
Product Manager
Commercial Director
Chief Legal Officer
Sales Director
Operations Manager
Procurement Manager
R&D Director
Compliance Officer
IP Rights Administrator
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