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Third Party Licence Agreement
"I need a Third Party Licence Agreement to allow our software licensee to extend usage rights to their contractors, with specific restrictions on data access and a requirement for quarterly usage reporting, governed by English law."
1. Parties: Identification of all contracting parties including licensor, licensee, and relevant third parties
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted
5. Term and Termination: Duration of agreement and termination provisions
6. Payment Terms: Financial arrangements including fees and payment schedule
7. Intellectual Property Rights: Ownership and protection of IP rights
8. Warranties and Representations: Promises and statements made by each party
9. Indemnification: Protection against third-party claims and losses
10. Confidentiality: Protection of confidential information
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Territory Restrictions: Geographic limitations on licence use - include when licence is geographically restricted
2. Sublicencing Rights: Rights to grant sublicences to others - include when sublicencing may be permitted
3. Quality Control: Standards maintenance requirements - include for brand-sensitive licences
4. Data Protection: Specific provisions for handling personal data - include when personal data processing is involved
5. Export Control: Compliance with export regulations - include for international licensing
1. Schedule 1 - Licensed Properties: Detailed list and description of licensed items/properties
2. Schedule 2 - Royalty Calculations: Detailed breakdown of payment calculations and reporting requirements
3. Schedule 3 - Technical Specifications: Technical requirements and standards for licensed properties
4. Schedule 4 - Approved Third Parties: List of approved third party users or sublicencees
5. Schedule 5 - Service Levels: Performance standards and metrics if applicable
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