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License Transfer Agreement

License Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

License Transfer Agreement

I need a License Transfer Agreement for transferring our enterprise software license from our UAE subsidiary to our parent company in Dubai, with the transfer to be completed by March 2025 and including provisions for technical support during transition.

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Document background
The License Transfer Agreement is a crucial legal instrument used in the United Arab Emirates when transferring existing license rights from one entity to another. This document is essential when businesses need to transfer commercial, software, intellectual property, or operational licenses, ensuring compliance with UAE Federal Law No. 18 of 2021 (Commercial Transactions Law) and other relevant regulations. The agreement typically becomes necessary during corporate restructuring, mergers and acquisitions, business expansion, or strategic realignment. It must address specific UAE regulatory requirements, including appropriate government approvals, particularly in regulated industries. The document comprehensively covers transfer terms, warranties, indemnities, and compliance obligations, while ensuring proper registration with relevant authorities where required.
Suggested Sections

1. Parties: Identification of the transferor (current license holder), transferee, and any other relevant parties including full legal names and registered addresses

2. Background: Context of the license transfer, including details of the original license and reason for transfer

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Transfer of License: Core provisions detailing the scope and nature of the license transfer

5. Transfer Date: Specification of when the transfer becomes effective and any conditions precedent

6. Consideration: Details of payment or other consideration for the license transfer

7. Warranties and Representations: Statements of fact and promises made by both parties regarding their authority, the license's validity, and other relevant matters

8. Regulatory Compliance: Acknowledgment and commitment to comply with relevant UAE laws and regulations

9. Rights and Obligations: Detailed description of the rights being transferred and ongoing obligations of both parties

10. Indemnification: Provisions for protecting parties against potential claims or losses

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

12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Transition Services: Details of any support or services provided by transferor during transition period - include when there's a complex handover process

2. Third Party Consents: Requirements for obtaining consents from third parties - include when the license involves third party rights

3. Intellectual Property Rights: Detailed provisions about associated IP rights - include when the license involves patents, trademarks, or copyrights

4. Confidentiality: Provisions for protecting confidential information - include when sensitive information is involved

5. Non-Competition: Restrictions on competitive activities - include when protecting market position is crucial

6. Tax Provisions: Specific tax-related provisions - include when there are significant tax implications

7. Employee Matters: Provisions regarding affected employees - include when staff transfer is involved

8. Quality Control: Standards and quality requirements - include for regulated industries or branded products

Suggested Schedules

1. Schedule 1 - License Details: Copy or details of the original license being transferred

2. Schedule 2 - Transfer Price and Payment Terms: Detailed breakdown of consideration and payment schedule

3. Schedule 3 - Assets and Rights: Comprehensive list of all assets and rights included in the transfer

4. Schedule 4 - Required Consents: List of required regulatory and third-party approvals

5. Schedule 5 - Intellectual Property: Details of any IP rights associated with the license

6. Schedule 6 - Existing Contracts: List of relevant contracts or agreements affected by the transfer

7. Appendix A - Form of Notice: Template for notifying relevant parties of the transfer

8. Appendix B - Transition Plan: Detailed plan for implementing the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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 and Software

Manufacturing

Pharmaceuticals

Telecommunications

Media and Entertainment

Healthcare

Financial Services

Education

Retail and Consumer Goods

Energy and Resources

Professional Services

Hospitality and Tourism

Transportation and Logistics

Relevant Teams

Legal

Compliance

Finance

Commercial

Operations

Business Development

Risk Management

Corporate Affairs

Intellectual Property

Regulatory Affairs

Strategy

Mergers & Acquisitions

Relevant Roles

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Commercial Director

Licensing Manager

Intellectual Property Manager

Business Development Manager

Operations Director

Risk Manager

Corporate Secretary

General Manager

Contract Administrator

Regulatory Affairs 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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