Checklist Drafting Multimedia and Technology Licensing Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Introduction and Parties

Confirm the full legal names and addresses of all parties involved: Licensor (owner of the intellectual property) and Licensee (recipient of the rights).

Define the effective date of the agreement: {{effective_date}}.

Definitions

Ensure all key terms are clearly defined, including but not limited to: 'Licensed Technology', 'Licensed Content', 'Territory', 'Field of Use', 'Effective Date', 'Confidential Information', 'Gross Revenue'.

Grant of License

Specify the type of license granted (e.g., exclusive, non-exclusive, sole, sublicensable).

Clearly define the scope of the license, including: the Licensed Technology/Content, permitted uses, the Territory (e.g., worldwide, specific countries), and the Field of Use.

Address any restrictions on the license, such as limitations on modification, reverse engineering, or transferability.

Consideration and Payment Terms

Detail the financial terms, including: upfront payments ({{upfront_payment_amount}}), royalties (percentage of gross revenue {{royalty_percentage}}% or per-unit fee {{per_unit_fee}}), milestone payments (e.g., {{milestone_payment_amount}} upon {{milestone_event}}).

Specify payment schedule and currency: {{payment_frequency}}, in {{currency}}.

Outline reporting obligations for the Licensee (e.g., quarterly sales reports by {{reporting_date}}).

Intellectual Property Rights and Ownership

Confirm ownership of the Licensed Technology/Content. Ensure no third-party rights are infringed.

Address ownership of improvements, modifications, or derivatives created during the license term.

Outline provisions for protecting intellectual property (e.g., trademark usage, copyright notices).

Representations, Warranties, and Indemnification

Include standard representations and warranties from both parties (e.g., authority to enter agreement, non-infringement).

Specify indemnification clauses for intellectual property infringement claims and other liabilities.

Define limitations of liability for both parties.

Term and Termination

State the initial term of the agreement: {{initial_term_duration}}.

Outline options for renewal and conditions for automatic or optional renewal.

Specify conditions for termination by either party (e.g., breach of contract, insolvency, change of control).

Address post-termination obligations, such as return of confidential information and continued payment of royalties for pre-termination activities.

Confidentiality

Establish obligations for protecting confidential information disclosed by either party.

Define the term of confidentiality and exceptions to confidentiality.

Governing Law and Dispute Resolution

Specify the governing law of the agreement: {{governing_law_jurisdiction}}.

Outline the preferred dispute resolution mechanism (e.g., negotiation, mediation, arbitration in {{arbitration_location}}, or litigation in {{court_jurisdiction}}).

General Provisions

Include standard clauses such as: Entire Agreement, Amendments (must be in writing and signed by both parties), Assignment, Force Majeure, Notices (to {{licensor_notice_address}} and {{licensee_notice_address}}), Severability.

Signature Block

___________________________

Licensor Name: {{licensor_name}}

Title: {{licensor_title}}

Date: {{licensor_signature_date}}

___________________________

Licensee Name: {{licensee_name}}

Title: {{licensee_title}}

Date: {{licensee_signature_date}}