• Recitals, preamble, and “whereas clauses”: the broad motivations, goals, and effective date of the agreement

• List of the parties entering into the agreement

• Definitions of terms used in the agreement

• Confidentiality clauses

• Territory and exclusivity clauses: define the geographic regions in which the licensee is permitted to make, use, and⁄or sell the technology in question

• Liability clauses: establish who will accept liability for a product and that set out terms of liability

• Payment clauses: define the forms of payment, if any, of up-front fees and⁄or royalties

• Arbitration clause: establishes how disputes will be handled

• Term and termination: establishes how long the agreement will last and under what conditions the agreement may be terminated

• Jurisdiction, warranties, and notices: specify (1) where disputes are to be resolved, (2) that the licensor does, in fact, own the intellectual property to be licensed, and (3) where official communications are to be directed

• Illegal ⁄ unenforceable provisions: specify which terms can be discontinued due to invalidity without rendering the agreement void

• Subject law: specifies where the parties wish to have the agreement interpreted and adjudicated

• Signatories: Representatives (agents) who have the authority to bind their respective organizations (principals) to the terms and provisions of the agreement.