Irrevocable Royalty Free License

Irrevocable Royalty License Template for United Arab Emirates

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Key Requirements PROMPT example:

"I need an Irrevocable Royalty Free License agreement for our AI software technology being licensed to a UAE-based manufacturing company, with implementation starting March 2025, including rights to modify the source code and create derivative works."

Document background

The Irrevocable Royalty Free License is a specialized legal instrument used when an intellectual property owner wishes to grant permanent, non-withdrawable rights to another party without requiring ongoing financial compensation. This document is particularly relevant in scenarios such as technology transfers, strategic partnerships, or settlement agreements. Operating under UAE law, it provides comprehensive protection for both parties while ensuring compliance with local intellectual property regulations and commercial practices. The agreement typically includes detailed specifications of the licensed IP, scope of use, territorial rights, and quality control requirements where applicable. It's especially useful in long-term business relationships where establishing clear, permanent IP rights is crucial for business operations or development.

Suggested Sections

1. Parties: Identification of the Licensor and Licensee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, description of the intellectual property being licensed, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed IP', 'Territory', and 'Field of Use'

4. Grant of License: Clear statement of the irrevocable, royalty-free license grant, specifically stating its perpetual nature and scope

5. Scope of Rights: Detailed description of permitted uses, territorial scope, and any field-of-use limitations

6. No Royalty Obligation: Express confirmation that no royalties or ongoing payments are required for the license

7. Irrevocability: Specific provisions confirming the irrevocable nature of the license and circumstances under which it cannot be terminated

8. Representations and Warranties: Licensor's warranties regarding ownership, right to license, and non-infringement of third-party rights

9. Licensee Obligations: Any ongoing obligations of the Licensee, such as quality control or proper use of the IP

10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Sub-licensing Rights: Include when the Licensee is permitted to grant sub-licenses to third parties

2. Quality Control: Include for trademark licenses or when specific quality standards must be maintained

3. Improvements: Include when addressing ownership and rights to improvements made to the licensed IP

4. Export Control: Include when the licensed IP may be subject to export control regulations

5. Source Code Escrow: Include for software licenses where source code access may be required

6. Confidentiality: Include when confidential information will be shared beyond the licensed IP itself

7. Assignment: Include when transfer rights need to be specifically addressed

8. Dispute Resolution: Include when specific dispute resolution procedures (e.g., arbitration) are desired

Suggested Schedules

1. Schedule 1 - Licensed Intellectual Property: Detailed description and/or registration details of all IP being licensed

2. Schedule 2 - Technical Specifications: Technical details or specifications related to the licensed IP

3. Schedule 3 - Permitted Uses: Specific list of permitted uses and any restrictions on use

4. Schedule 4 - Quality Control Standards: Details of any required quality standards or specifications

5. Appendix A - IP Registrations: Copies or details of relevant IP registrations and certificates

6. Appendix B - Prior Third-Party Rights: List of any existing third-party rights or licenses that may affect the licensed IP

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Software Development

Manufacturing

Biotechnology

Pharmaceuticals

Telecommunications

Media and Entertainment

Research and Development

Automotive

Consumer Electronics

Industrial Design

Healthcare Technology

Clean Energy

Artificial Intelligence

Internet of Things

Relevant Teams

Legal

Intellectual Property

Research and Development

Technology Transfer

Business Development

Commercial

Corporate Strategy

Innovation

Product Development

Compliance

Technical Operations

Relevant Roles

Chief Technology Officer

Intellectual Property Counsel

Legal Director

Licensing Manager

Head of Research and Development

Innovation Director

Chief Legal Officer

Business Development Manager

Technology Transfer Officer

Patent Attorney

Commercial Contracts Manager

Chief Executive Officer

Chief Operating Officer

Research Director

Product Development Manager

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Authors

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