Common use of Guidance Note for clause 4 Clause in Contracts

Guidance Note for clause 4. 5: This clause is relevant if the Fees are calculated based on amounts or benefits received by the Licensee, or costs incurred by the Licensee. The Licensee is required to report non-commercial arrangements to the Licensor, so that the true value of these can be taken into account when determining the Fees payable. For example, if the Licensee agrees to provide Products to an Affiliate or a sublicensee at a concessional rate - including for some other benefit - this must be reported to the Licensor to ensure the Fee is appropriately calculated. The clause may also allow costs to be discounted, for example if the Licensee was incurring costs for marketing and sales against revenue received by an Affiliate. Care needs to be taken when agreeing the method for calculating the Fees and the parties should seek further commercial advice. Arms' length commercial value If:

Guidance Note for clause 4. 5: This clause is relevant if the Fees are calculated based on amounts or benefits received by the Licensee, or costs incurred by the Licensee. The Licensee is required to report non-commercial arrangements to the Licensor, so that the true value of these can be taken into account when determining the Fees payable. For example, if the Licensee agrees to provide Products to an Affiliate or a sublicensee at a concessional rate - including for some other benefit - this must be reported to the Licensor to ensure the Fee is appropriately calculated. The clause may also allow costs to be discounted, for example if the Licensee was incurring costs for marketing and sales against revenue received by an Affiliate. Care needs to be taken when agreeing the method for calculating the Fees and the parties should seek further commercial advice. Arms' length commercial value If:.