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Technology License Agreement
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including brief description of the technology and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Technology', 'Intellectual Property Rights', 'Territory', etc.
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use restrictions
5. License Fees and Payment Terms: Financial terms including license fees, royalties, payment schedules, and reporting requirements
6. Intellectual Property Rights: Ownership of IP, including improvements and derivative works
7. Technical Support and Maintenance: Terms for ongoing support, updates, and maintenance of the technology
8. Confidentiality: Protection of confidential information exchanged during the license relationship
9. Term and Termination: Duration of the agreement, renewal options, and termination rights
10. Warranties and Indemnities: Representations about the technology and allocation of risks between parties
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Source Code Escrow: Required when licensing software and source code access might be needed in specific circumstances
2. Export Control: Necessary when the technology may be subject to export control regulations
3. Data Protection: Required when the licensed technology involves processing of personal data
4. Open Source Software: Needed when the licensed technology incorporates or interacts with open source components
5. Quality Control: Important when the license involves manufacturing or product development
6. Performance Requirements: Relevant when minimum usage or sales targets are required
7. Sublicensing Rights: Include when licensee is permitted to sublicense the technology
8. Training and Documentation: Required when complex technology transfer necessitates specific training provisions
1. Schedule 1 - Licensed Technology Description: Detailed technical specifications and description of the licensed technology
2. Schedule 2 - License Fees and Royalty Calculations: Detailed breakdown of all financial terms and calculation methodologies
3. Schedule 3 - Technical Support Service Levels: Specific service levels and response times for technical support
4. Schedule 4 - Implementation Plan: Timeline and milestones for technology implementation or transfer
5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees if applicable
6. Schedule 6 - Technical Documentation: List of all technical documentation to be provided
7. Appendix A - Form of Royalty Report: Template for periodic royalty reporting
8. Appendix B - Security Requirements: Technical and organizational security measures required
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