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Last modified at 12/15/2016 1:36 PM by i:0#.f|aiplamembershipprovider|45621

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Index of Provisions*

*Nothing included in the sample agreements or elsewhere on this wiki site should be considered legal advice on the part of AIPLA or any of its members. ​

Term/Provision

Definition or
Provision?

Agreement Name

Sections

acceptance

provision

End User License Agreement #1

0

 

 

Generic Contributor License Agreement #1

10

acceptance/rejection – software

provision

Software Development Agreement #1

1.8

affiliate

definition

Non-Exclusive Patent License Agreement #1

1

 

 

Patent Sale Agreement #1

1

amendment

provision

Exclusive Distribution Agreement #1

19

amendment and waiver

provision

Non-Exclusive Patent License Agreement #1

11

annual license fee

definition

Generic Patent License #1

1

any notice, update, approval or consent under this agreement will be in writing

provision

Material Transfer Agreement #1

11.3

arbitration – see also dispute resolution

provision

Software Development Agreement #1

10.13

assigned patent rights

definition

Patent Sale Agreement #1

1

assignment

provision

End User License Agreement #1

1, 2

 

 

Mutual Non-Disclosure Agreement #1

8.2

 

 

Non-Exclusive Patent License Agreement #1

11

 

 

Material Transfer Agreement #1

6.4, 6.5

assignment – of agreement and any rights thereunder

provision

End User License Agreement #1

10(d)

 

 

Generic Patent License #1

7.3

 

 

Software Development Agreement #1

10.6

assignment – patent

provision

Patent Assignment #1

generally

 

 

Patent Sale Agreement #1

2.1, exhibit A

attorney fees

provision

End User License Agreement #1

10(e)

 

 

Mutual Non-Disclosure Agreement #1

7

 

 

Software Development Agreement #1

10.14

audit

provision

Non-Exclusive Patent License Agreement #1

4

binding effect

provision

Non-Exclusive Patent License Agreement #1

11

breach

provision

Software Development Agreement #1

3.3(b), 7.1, 10.3

breach – remedies for

provision

Mutual Non-Disclosure Agreement #1

6

certification of origin

provision

Generic Contributor License Agreement #1

Schedule B

challenge

definition

Generic Patent License #1

1

challenge to patent (e.g., invalidity or unenforceability)

provision

Generic Patent License #1

3.3

change of products

provision

Exclusive Distribution Agreement #1

4

choice of law

provision

End User License Agreement #1

9

 

 

Exclusive Distribution Agreement #1

19

 

 

Generic Patent License #1

7.7

 

 

Mutual Non-Disclosure Agreement #1

8.1

 

 

Non-Exclusive Patent License Agreement #1

11

 

 

Patent Sale Agreement #1

6.3

 

 

Software Development Agreement #1

10.12

clickwrap

provision

End User License Agreement #1

0

client identification

provision

Software Development Agreement #1

5

closing

definition

Patent Sale Agreement #1

1

communication between parties

provision

Software Development Agreement #1

10.8

company is hereby granted a non-exclusive, worldwide, full paid-up, non-tranferable royalty-free license to make and distribute copies of such publication or presentation

provision

Material Transfer Agreement #1

4.2

compensation

provision

Software Development Agreement #1

4

complete agreement – see integration clause

provision

Generic Patent License #1

 

completeness of agreement

provision

Software Development Agreement #1

10.7

compliance with law

provision

Patent Sale Agreement #1

6.1

 

 

Non-Exclusive Patent License Agreement #1

11

compounds

definition

Material Transfer Agreement #1

1.1

compounds are provided to recipient

provision

Material Transfer Agreement #1

2.1

confidential information

definition

Material Transfer Agreement #1

3.1

 

 

Mutual Non-Disclosure Agreement #1

1.1

 

 

Software Development Agreement #1

8.1

confidential information

provision

Exclusive Distribution Agreement #1

11

confidential information – designation of

provision

Mutual Non-Disclosure Agreement #1

2

confidential information – destruction of

provision

Mutual Non-Disclosure Agreement #1

4.2

confidential information – disclosure of

provision

Mutual Non-Disclosure Agreement #1

3

confidential information – of licensee

provision

Non-Exclusive Patent License Agreement #1

5

confidential information – ownership of

provision

Mutual Non-Disclosure Agreement #1

4

confidential information – return of

provision

Mutual Non-Disclosure Agreement #1

4.1

confidential information – use of

provision

Mutual Non-Disclosure Agreement #1

3

confidential material

definition

Mutual Non-Disclosure Agreement #1

1.2

confidentiality

provision

End User License Agreement #1

3

 

 

Non-Exclusive Patent License Agreement #1

5

 

 

Patent Sale Agreement #1

6.2

 

 

Software Development Agreement #1

8

 

 

Material Transfer Agreement #1

3

conflict of law

provision

Material Transfer Agreement #1

11.2

construction – of contract terms

provision

Generic Patent License #1

7.4

 

 

Patent Sale Agreement #1

6.11

contract administration

provision

Software Development Agreement #1

2

contract changes – software

provision

Software Development Agreement #1

2.4

contribution

definition

Generic Contributor License Agreement #1

1

control

definition

Generic Patent License #1

1

 

 

Patent Sale Agreement #1

1

copyright license – grant of

provision

Generic Contributor License Agreement #1

2a

copyright license – grant-back

provision

Generic Contributor License Agreement #1

2b

counterpart contracts

provision

Patent Sale Agreement #1

6.12

counterpart contracts

provision

Software Development Agreement #1

10.16

 

 

Exclusive Distribution Agreement #1

19

covenant not to sue

provision

Generic Patent License #1

2.2

covenants – software

provision

Software Development Agreement #1

1.9, 1.10

covered parties

definition

Generic Patent License #1

1

covered patents

definition

Generic Patent License #1

1

covered patents

provision

Generic Patent License #1

2.2

covered product

definition

Generic Patent License #1

1

damages – compensatory damages

provision

Exclusive Distribution Agreement #1

17

damages – consequential damages

provision

Patent Sale Agreement #1

5.3

damages – expectation damages

provision

Patent Sale Agreement #1

5.3

damages – no indirect damages

provision

Exclusive Distribution Agreement #1

17

data

definition

Material Transfer Agreement #1

1.2

data collection

provision

End User License Agreement #1

3

delay

provision

Software Development Agreement #1

2.5

deliverables

provision

Patent Sale Agreement #1

2.6

deliverables – software

provision

Software Development Agreement #1

1.6(b), 1.8, 1.9(h), 1.9(i), 7.1

delivery

provision

Exclusive Distribution Agreement #1

7

disclaimer

provision

End User License Agreement #1

4

 

 

Patent Sale Agreement #1

5

 

 

Software Development Agreement #1

9.5

disclaimer – of liability – see limitation of liability

provision

Generic Patent License #1

 

disclaimer – of warranties

provision

Generic Patent License #1

6.3

disclaimer – of warranties

provision

Non-Exclusive Patent License Agreement #1

9

disclose to company in writing any inventions made, conceived or reduced to practice

provision

Material Transfer Agreement #1

6.2

disclosing party

definition

Mutual Non-Disclosure Agreement #1

1.3

dispute resolution

provision

Patent Sale Agreement #1

6.4

 

 

Software Development Agreement #1

10.13

distributor

definition

Exclusive Distribution Agreement #1

3

distributor – appointment of

provision

Exclusive Distribution Agreement #1

5

distributor – orders by

provision

Exclusive Distribution Agreement #1

6

divest

definition

Generic Patent License #1

1

divestiture

definition

Generic Patent License #1

1

effective date

definition

Generic Patent License #1

1

electronic signature

provision

Patent Sale Agreement #1

6.12

employees – designated

provision

Generic Contributor License Agreement #1

8, Schedule A

encumbrances

definition

Patent Sale Agreement #1

1, 4.1(b)

entire agreement – see integration clause

provision

End User License Agreement #1

 

entity

definition

Patent Sale Agreement #1

1

evaluation and feedback – software

provision

End User License Agreement #1

8

exclusions of damages and liability

provision

Software Development Agreement #1

9.4

exclusive option to negotiate an exclusive license

provision

Material Transfer Agreement #1

6.4

exclusive/non-exclusive service

provision

Software Development Agreement #1

1.4

excusable delay

provision

Non-Exclusive Patent License Agreement #1

11

executed assignments

definition

Patent Sale Agreement #1

1

expense reimbursement

provision

Software Development Agreement #1

6

export restrictions – software

provision

End User License Agreement #1

10(a)

 

 

Generic Contributor License Agreement #1

9

failure to comply

provision

Material Transfer Agreement #1

9

field

definition

Non-Exclusive Patent License Agreement #1

1

field of use

definition

Generic Patent License #1

1

final, complete, and exclusive agreement and understanding

provision

Material Transfer Agreement #1

11.3

force majeure

provision

Exclusive Distribution Agreement #1

17

governing law – see choice of law

provision

Software Development Agreement #1

 

have made

definition

Generic Patent License #1

1

headings

provision

Non-Exclusive Patent License Agreement #1

11

headings – as used in contract

provision

Generic Patent License #1

7.5

hourly rates – software

provision

Software Development Agreement #1

4.6

import/export – software

provision

End User License Agreement #1

10

 

 

Software Development Agreement #1

1.10(e)

indemnification

provision

End User License Agreement #1

5

 

 

Exclusive Distribution Agreement #1

17

 

 

Mutual Non-Disclosure Agreement #1

6.1

 

 

Software Development Agreement #1

9

indemnification – by licensee

provision

Non-Exclusive Patent License Agreement #1

8

indemnification, infringement of intellectual property

provision

Software Development Agreement #1

9.1(b)

indemnification, notification of claim

provision

Software Development Agreement #1

9.2

indemnification, personal injury

provision

Software Development Agreement #1

9.1(c)

independent contractor

provision

Software Development Agreement #1

10.4

 

 

Non-Exclusive Patent License Agreement #1

11

insolvency – of contracting party

provision

Generic Patent License #1

3.4

insurance

provision

Non-Exclusive Patent License Agreement #1

8

integration clause

provision

End User License Agreement #1

10(f)

 

 

Exclusive Distribution Agreement #1

19

 

 

Generic Patent License #1

7.11

 

 

Mutual Non-Disclosure Agreement #1

8.5

 

 

Non-Exclusive Patent License Agreement #1

11

intellectual property

provision

Exclusive Distribution Agreement #1

13

intellectual property arising from contract

provision

Software Development Agreement #1

7.1, 7.2, 7.3

intellectual property rights

definition

Material Transfer Agreement #1

1.3

interpretation

provision

Non-Exclusive Patent License Agreement #1

11

invention

definition

Material Transfer Agreement #1

1.4

inventions

provision

Material Transfer Agreement #1

6

irreparable harm

provision

Material Transfer Agreement #1

10

issued claim

definition

Non-Exclusive Patent License Agreement #1

1

know how

definition

Material Transfer Agreement #1

1.5

legal action

provision

Non-Exclusive Patent License Agreement #1

7

legal expenses

provision

Software Development Agreement #1

10.14

license

definition

Generic Patent License #1

1

license – entitlement to grant

provision

Generic Contributor License Agreement #1

4a

license – fees

provision

Generic Patent License #1

4.1

license – grant of

provision

Non-Exclusive Patent License Agreement #1

2

license – no implied license

provision

Generic Patent License #1

2.4

license – no sub-licenses

provision

Generic Patent License #1

2.3

license – no transfer

provision

Generic Patent License #1

2.3

license – non-exclusive

provision

Generic Patent License #1

2.1

license – patent

provision

Generic Contributor License Agreement #1

3

 

 

Generic Patent License #1

0, 2

license – software

provision

End User License Agreement #1

1

 

 

Software Development Agreement #1

7.3, 7.4

license rights – U.S. government

provision

End User License Agreement #1

10(b)

licensed patents

definition

Generic Patent License #1

1

licensed products

definition

Generic Patent License #1

1

 

 

Non-Exclusive Patent License Agreement #1

1

licensee party

definition

Generic Patent License #1

1

licensee party product

definition

Generic Patent License #1

1

licensing terms

provision

Material Transfer Agreement #1

6.3

limitation of liability

provision

End User License Agreement #1

6

 

 

Exclusive Distribution Agreement #1

17

 

 

Generic Patent License #1

6.4

 

 

Non-Exclusive Patent License Agreement #1

9

 

 

Patent Sale Agreement #1

5

 

 

Software Development Agreement #1

9.6

maintenance fees

provision

Patent Sale Agreement #1

4.1(e)

marketing

provision

Software Development Agreement #1

10.11

 

 

Non-Exclusive Patent License Agreement #1

11

marking

provision

Generic Patent License #1

7.1

 

 

Non-Exclusive Patent License Agreement #1

11

mediation – see also dispute resolution

provision

Patent Sale Agreement #1

6.4

merger clause – see integration clause

provision

End User License Agreement #1

 

miscellaneous clause

provision

Patent Sale Agreement #1

6.9

misconduct

provision

Exclusive Distribution Agreement #1

17

net sales

definition

Non-Exclusive Patent License Agreement #1

1

no additional rights

provision

Non-Exclusive Patent License Agreement #1

3

non-exclusivity – conversion to

provision

Exclusive Distribution Agreement #1

18

non-solicitation of affiliated parties

provision

Software Development Agreement #1

10.2

notice

provision

Non-Exclusive Patent License Agreement #1

11

notice – form of

provision

Exclusive Distribution Agreement #1

19

 

 

Generic Patent License #1

7.9

 

 

Material Transfer Agreement #1

11.3

 

 

Patent Sale Agreement #1

6.5

obligation

definition

Patent Sale Agreement #1

1

open source software

provision

Generic Contributor License Agreement #1

generally

 

 

Software Development Agreement #1

1.9(j)

opportunity to confer with counsel

provision

Patent Sale Agreement #1

6.10

ownership, confidential information

provision

Material Transfer Agreement #1

2.6

 

 

Software Development Agreement #1

8.3

ownership, intellectual property

provision

End User License Agreement #1

3

ownership, intellectual property arising from contract

provision

Material Transfer Agreement #1

6.1

 

 

Software Development Agreement #1

7.1, 7.2, 7.3

ownership, work products and deliverables

provision

Software Development Agreement #1

7

party

definition

Exclusive Distribution Agreement #1

3

patent

definition

Patent Sale Agreement #1

1

patent – obligation to file, prosecute, maintain

provision

Generic Patent License #1

7.2

 

 

Patent Sale Agreement #1

3.2

 

 

Non-Exclusive Patent License Agreement #1

6

patent non-assertion

definition

Generic Patent License #1

1

patent office proceedings

provision

Patent Sale Agreement #1

4.1(d)

patent rights

definition

Non-Exclusive Patent License Agreement #1

1

patents

definition

Material Transfer Agreement #1

1.6

payment

provision

Exclusive Distribution Agreement #1

8

 

 

Non-Exclusive Patent License Agreement #1

3

 

 

Patent Sale Agreement #1

2.2

 

 

Software Development Agreement #1

4

payment – form of

provision

Generic Patent License #1

4.2

 

 

Non-Exclusive Patent License Agreement #1

3

 

 

Software Development Agreement #1

4.4

payment – in U.S. dollars

provision

Non-Exclusive Patent License Agreement #1

3

payment late payment

provision

Non-Exclusive Patent License Agreement #1

3

 

 

Patent Sale Agreement #1

2.4

pending claim

definition

Non-Exclusive Patent License Agreement #1

1

person

definition

Patent Sale Agreement #1

1

preexisting work – software

provision

Software Development Agreement #1

7.3, 7.4

prior agreements

provision

Software Development Agreement #1

10.5

privacy policy

provision

End User License Agreement #1

3

products

definition

Exclusive Distribution Agreement #1

3

promotional material

provision

Exclusive Distribution Agreement #1

14

publication

provision

Material Transfer Agreement #1

4

publicity – see marketing

provision

Software Development Agreement #1

 

publish or present the results of research performed under this agreement

provision

Material Transfer Agreement #1

4.1

purchase price

definition

Patent Sale Agreement #1

1

recipient

definition

Mutual Non-Disclosure Agreement #1

1.4

recipient will update company in writing in reasonable detail regarding the titles of all studies

provision

Material Transfer Agreement #1

5.1

records

provision

Non-Exclusive Patent License Agreement #1

4

records retention

provision

Non-Exclusive Patent License Agreement #1

4

refund

provision

Generic Patent License #1

4.4

 

 

Patent Sale Agreement #1

2.3

relationship

provision

Exclusive Distribution Agreement #1

16

relationship of parties

provision

Generic Patent License #1

7.6

 

 

Patent Sale Agreement #1

6.6

 

 

Software Development Agreement #1

10.4

relationship of parties – independent parties

provision

Generic Patent License #1

7.6

release

provision

Generic Patent License #1

5

report

provision

Material Transfer Agreement #1

5

report after first commercial sale

provision

Non-Exclusive Patent License Agreement #1

4

reporting period

definition

Non-Exclusive Patent License Agreement #1

1

representations

provision

Generic Patent License #1

6

 

 

Patent Sale Agreement #1

4

representations – software

provision

Software Development Agreement #1

1.9, 1.10

representatives

provision

Exclusive Distribution Agreement #1

15

research in animals

provision

Material Transfer Agreement #1

2.5

responsiveness

provision

Software Development Agreement #1

1.7

retention of rights

provision

Patent Sale Agreement #1

3.1

return confidential information

provision

Material Transfer Agreement #1

7.3

reverse engineering

provision

End User License Agreement #1

2

right and title to inventions – see ownership, intellectual property arising from contract

provision

Material Transfer Agreement #1

 

right to distribute the compounds

provision

Material Transfer Agreement #1

2.2

right to publish any document relating to the compounds

provision

Material Transfer Agreement #1

2.3

right, title, and interest in and to the compounds and confidential information

provision

Material Transfer Agreement #1

2.6

royalties

provision

Non-Exclusive Patent License Agreement #1

3

server

definition

Mutual Non-Disclosure Agreement #1

1.5

severability of terms

provision

End User License Agreement #1

10(c)

 

 

Exclusive Distribution Agreement #1

19

 

 

Generic Patent License #1

7.8

 

 

Mutual Non-Disclosure Agreement #1

8.3

 

 

Patent Sale Agreement #1

6.7

 

 

Software Development Agreement #1

10.9

signatures

provision

Software Development Agreement #1

10.15

software requirements

provision

Software Development Agreement #1

1.6(b)(i)

software testing

provision

Software Development Agreement #1

1.6(b)(iii), 1.8

source code

provision

End User License Agreement #1

2

 

 

Software Development Agreement #1

1.6(b)(ii), 7.1

standard of service

provision

Software Development Agreement #1

1.3

statement of work – software

provision

Software Development Agreement #1

appendix A

sublicense

provision

End User License Agreement #1

1, 2

 

 

Material Transfer Agreement #1

6.4

 

 

Non-Exclusive Patent License Agreement #1

2

subsidiary

definition

Generic Patent License #1

1

subsidiary – rights in license

provision

Generic Patent License #1

2.5

survival of contract provisions

provision

End User License Agreement #1

7

 

 

Generic Patent License #1

7.10

 

 

Software Development Agreement #1

10.1

target market

definition

Exclusive Distribution Agreement #1

3

taxes

provision

Generic Patent License #1

4.3

 

 

Patent Sale Agreement #1

2.5

 

 

Software Development Agreement #1

4.3

term

definition

Generic Patent License #1

1

term (duration of contract)

definition

Non-Exclusive Patent License Agreement #1

1

 

 

Exclusive Distribution Agreement #1

18

 

 

Generic Patent License #1

3.1

 

 

Patent Sale Agreement #1

0

 

 

Software Development Agreement #1

3.1

termination

provision

End User License Agreement #1

7

 

 

Exclusive Distribution Agreement #1

18

 

 

Generic Patent License #1

3

 

 

Software Development Agreement #1

3

 

 

Material Transfer Agreement #1

7

termination – effect of

provision

Non-Exclusive Patent License Agreement #1

10

 

 

Exclusive Distribution Agreement #1

18

termination – for breach

provision

Generic Patent License #1

3.2

termination – for default

provision

Non-Exclusive Patent License Agreement #1

10

termination – voluntary, by licensee

provision

Non-Exclusive Patent License Agreement #1

10

territory

definition

Non-Exclusive Patent License Agreement #1

1

third-party contributions

provision

Generic Contributor License Agreement #1

7

third-party manufacture

provision

Generic Patent License #1

1

trademarks

definition

Exclusive Distribution Agreement #1

3

undertakings by company

provision

Exclusive Distribution Agreement #1

9

undertakings by distributor

provision

Exclusive Distribution Agreement #1

10

updated and new products of company

provision

Exclusive Distribution Agreement #1

4

use of the compounds and combinations thereof are experimental in nature

provision

Material Transfer Agreement #1

8

use the compounds in a safe manner

provision

Material Transfer Agreement #1

2.4

use the compounds in any fashion in research that is subject to consulting, licensing, or similar obligations

provision

Material Transfer Agreement #1

2.7

waiver of rights in contract

provision

Exclusive Distribution Agreement #1

19

 

 

Mutual Non-Disclosure Agreement #1

8.4

 

 

Software Development Agreement #1

10.7

waiver of rights in contract – nonwaiver

provision

Generic Patent License #1

7.8

waiver of rights in contract – nonwaiver

provision

Patent Sale Agreement #1

6.8

warranties

provision

Generic Patent License #1

6

 

 

Patent Sale Agreement #1

4

warranties – none provided

provision

Generic Contributor License Agreement #1

6

 

 

Material Transfer Agreement #1

8

 

 

Patent Sale Agreement #1

5.1

warranties – software

provision

End User License Agreement #1

4

 

 

Software Development Agreement #1

1.9, 1.10

warranty

provision

Exclusive Distribution Agreement #1

12

work made for hire

provision

Software Development Agreement #1

7.1

work product

definition

Software Development Agreement #1

7.1

written report

provision

Material Transfer Agreement #1

5.2

you / your

definition

Generic Contributor License Agreement #1

1

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