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Royalty Non Exclusive License
"I need a Royalty Non-Exclusive License agreement under New Zealand law for licensing our enterprise software platform to multiple Asia-Pacific distributors, with quarterly royalty payments of 15% of net sales and minimum annual guarantees starting from March 2025."
1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Sets out the context of the agreement, including ownership of the intellectual property and intention to license
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the nature and scope of the non-exclusive license, including permitted uses and territory
5. Term and Termination: Specifies the duration of the license and circumstances for termination
6. Royalty Payments: Details the royalty calculation method, payment terms, and reporting requirements
7. Intellectual Property Rights: Confirms ownership of IP and handles any improvements or modifications
8. Quality Control: Sets standards for use of the licensed property and inspection rights
9. Representations and Warranties: Contains basic warranties about ownership, right to license, and non-infringement
10. Confidentiality: Protects confidential information exchanged during the license relationship
11. Indemnification: Establishes indemnification obligations for IP infringement and other risks
12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Sublicensing Rights: Include when licensee is permitted to sublicense the intellectual property to third parties
2. Export Control: Include for international licensing arrangements subject to export regulations
3. Source Code Escrow: Include for software licenses where source code protection is required
4. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
5. Training and Support: Include when licensor must provide technical support or training
6. Insurance: Include when specific insurance coverage is required for the licensed activities
7. Audit Rights: Include when detailed financial auditing provisions are needed beyond basic reporting
8. Change of Control: Include when restrictions on change of control are necessary
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations
3. Schedule 3 - Reporting Template: Template for regular royalty reports and sales information
4. Schedule 4 - Quality Standards: Detailed quality control specifications and requirements
5. Schedule 5 - Territory: Detailed description of geographical territory for the license
6. Appendix A - Technical Specifications: Technical details and specifications for the licensed property
7. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding elements
Authors
Technology and Software
Media and Entertainment
Manufacturing
Pharmaceuticals and Biotechnology
Consumer Goods
Publishing
Gaming
Fashion and Apparel
Research and Development
Education
Legal
Intellectual Property
Business Development
Finance
Research and Development
Product Development
Quality Assurance
Compliance
Commercial Operations
Technology
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Business Development Director
Commercial Manager
Finance Director
Chief Technology Officer
Product Manager
Quality Assurance Manager
Compliance Officer
Contract Administrator
Chief Financial Officer
Research and Development Director
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