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This IP License Agreement template is designed for use in transactions where one party wishes to grant another party the right to use specific intellectual property rights within India or internationally under Indian law. The document is particularly relevant when companies, institutions, or individuals need to formalize arrangements for the commercial exploitation of patents, trademarks, copyrights, or trade secrets. The agreement includes comprehensive provisions addressing license scope, territory, exclusivity, royalty structures, quality control, and compliance with Indian IP regulations. It's commonly used in various scenarios such as technology transfers, software licensing, brand franchising, or research commercialization. The document ensures compliance with Indian intellectual property laws while providing flexibility to accommodate various types of IP and commercial arrangements.

1. Parties: Identification and details of the Licensor and Licensee, including registered addresses and company registration numbers

2. Background: Context of the agreement, brief description of the intellectual property being licensed, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Intellectual Property', 'Licensed Rights', 'Territory', and 'Term'

4. Grant of License: Specific details of the license being granted, including scope, territory, and whether exclusive or non-exclusive

5. License Fees and Payment Terms: Financial terms including licensing fees, royalties, payment schedule, and reporting requirements

6. Protection and Maintenance of IP: Obligations regarding IP protection, maintenance of registrations, and handling of infringement

7. Quality Control: Standards and requirements for use of the IP, approval processes, and quality maintenance

8. Representations and Warranties: Statements and guarantees from both parties regarding IP ownership, right to license, and non-infringement

9. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

10. Post-Termination Obligations: Obligations and rights of parties after agreement termination

11. Confidentiality: Protection of confidential information exchanged during the agreement

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution

13. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, and severability