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Intercompany License Agreement for United Arab Emirates

Intercompany License Agreement Template for United Arab Emirates

An Intercompany License Agreement governed by UAE law is a legal document that facilitates the licensing of intellectual property rights between related companies within the same corporate group. This agreement is specifically structured to comply with UAE federal laws, including the UAE Commercial Companies Law, IP laws, and relevant tax regulations. It establishes the terms for IP usage, royalty payments, quality control measures, and ensures compliance with UAE transfer pricing requirements and economic substance regulations.

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What is a Intercompany License Agreement?

The Intercompany License Agreement is essential for multinational companies operating in the UAE who need to formalize the use of intellectual property rights between group entities. This document is particularly relevant when establishing or maintaining business operations in the UAE, ensuring compliance with local regulations while protecting group intellectual property assets. The agreement covers crucial aspects such as license scope, payment terms, quality control, and compliance with UAE laws, including transfer pricing requirements. It is commonly used when setting up new operations, restructuring existing arrangements, or implementing group-wide IP strategies in the UAE market.

What sections should be included in a Intercompany License Agreement?

1. Parties: Identification of the licensor and licensee entities, including full corporate details as required under UAE law

2. Background: Context of the intercompany relationship and purpose of the license agreement

3. Definitions: Defined terms including Licensed IP, Territory, Field of Use, and other key terms

4. Grant of License: Scope of license, including type (exclusive/non-exclusive), territory, and field of use restrictions

5. License Fees and Payment Terms: Financial terms including royalty calculations, payment schedules, and transfer pricing considerations

6. IP Ownership and Protection: Confirmation of IP ownership and obligations regarding IP protection

7. Quality Control: Standards and requirements for use of licensed IP

8. Confidentiality: Protection of confidential information exchanged between parties

9. Term and Termination: Duration of agreement and termination rights

10. Post-Termination Obligations: Obligations surviving termination and wind-down provisions

11. Representations and Warranties: Standard warranties regarding IP ownership and authority to license

12. Liability and Indemnification: Allocation of risks and indemnification obligations

13. Compliance with Laws: Obligations to comply with applicable UAE laws and regulations

14. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms

What sections are optional to include in a Intercompany License Agreement?

1. Sub-licensing Rights: Include when licensee needs right to sub-license to other group companies

2. Technology Transfer: Include when agreement involves transfer of technical knowledge or know-how

3. Training and Support: Include when licensor will provide ongoing technical support or training

4. Local Registration: Include when licensed IP needs to be registered with UAE authorities

5. Tax Provisions: Include detailed tax provisions when cross-border licensing is involved

6. Source Code Escrow: Include for software licensing arrangements where source code protection is needed

7. Data Protection: Include when personal data processing is involved in license implementation

8. Force Majeure: Include specific force majeure provisions relevant to UAE market

What schedules should be included in a Intercompany License Agreement?

1. Schedule 1 - Licensed IP: Detailed description of all IP being licensed including registration numbers

2. Schedule 2 - Technical Specifications: Technical details and specifications of licensed technology or products

3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and procedures

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and transfer pricing documentation

5. Schedule 5 - Service Levels: Service level requirements for any support services

6. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks and branding

7. Appendix B - Compliance Requirements: Specific UAE regulatory compliance requirements

8. Appendix C - Approved Sub-licensees: List of approved sub-licensees (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions








































Clauses
































Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Consumer Goods

Financial Services

Telecommunications

Energy

Healthcare

Automotive

Retail

Professional Services

Media and Entertainment

Relevant Teams

Legal

Intellectual Property

Finance

Tax

Compliance

Commercial

Business Development

Corporate Secretariat

Risk Management

Operations

Relevant Roles

Legal Counsel

IP Manager

Commercial Director

Chief Legal Officer

Licensing Manager

Corporate Secretary

Tax Director

Compliance Officer

General Counsel

Chief Financial Officer

Head of Legal

IP Counsel

Commercial Manager

Regional Director

Business Development Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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