The Sub Licence Agreement is essential when a licensed party wishes to extend certain rights to third parties while maintaining compliance with the original license terms. This document type is commonly used in the UAE's dynamic business environment, particularly in technology transfers, franchise arrangements, and intellectual property licensing. The agreement must carefully balance UAE legal requirements, including Federal Law No. 5 of 1985 (Civil Code) and relevant IP legislation, with commercial practicalities. It typically includes detailed provisions on permitted uses, territorial restrictions, quality control measures, and payment terms. The document becomes particularly important in UAE free zones where international businesses frequently engage in complex licensing arrangements. A Sub Licence Agreement must ensure alignment with Islamic law principles while providing comprehensive protection for all parties' interests and maintaining the integrity of the original license relationship.
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1. Parties: Identification of all parties including sub-licensor and sub-licensee, with full legal names and addresses
2. Background: Context of the agreement, reference to head license, and confirmation of sub-licensor's authority to grant sub-license
3. Definitions: Detailed definitions of terms used throughout the agreement, including Licensed Rights, Territory, and Term
4. Grant of Sub-License: Specific rights being granted, scope, limitations, and territory restrictions
5. Term and Renewal: Duration of the sub-license and any renewal provisions
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Obligations of Sub-Licensee: Specific duties, quality control requirements, and compliance obligations
8. Quality Control and Standards: Quality standards to be maintained and inspection rights
9. Intellectual Property Protection: IP ownership, protection measures, and infringement procedures
10. Compliance with Head License: Obligations to ensure compliance with main license terms
11. Warranties and Representations: Warranties regarding authority to grant license and IP ownership
12. Termination: Termination rights, procedures, and consequences
13. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Sub-License of Improvements: Include when sub-licensee is permitted to develop and potentially sub-license improvements to the licensed technology
2. Export Control: Include when licensed rights involve technology or products subject to export restrictions
3. Source Code Escrow: Include for software licenses where source code access may be required
4. Training and Support: Include when technical support or training is part of the sub-license arrangement
5. Marketing and Promotion: Include when sub-licensee has specific marketing rights or obligations
6. Competition Restrictions: Include when there are specific non-compete or territory restrictions
7. Data Protection: Include when licensed rights involve processing of personal data
8. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
1. Schedule 1 - Licensed Rights: Detailed description of intellectual property being sub-licensed
2. Schedule 2 - Territory: Detailed definition of geographic territory for sub-license
3. Schedule 3 - Payment Terms: Detailed breakdown of fees, royalties, and payment calculations
4. Schedule 4 - Quality Standards: Specific quality control requirements and standards
5. Schedule 5 - Head License Terms: Relevant excerpts or summary of head license terms affecting sub-license
6. Schedule 6 - Technical Specifications: Technical details of licensed technology or products
7. Schedule 7 - Approved Sub-License Activities: List of specifically permitted activities under the sub-license
8. Appendix A - Form of Reports: Templates for required reporting under the agreement
Relevant legal definitions
Clauses
Relevant Industries
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Media & Entertainment
Telecommunications
Retail & Consumer Goods
Education & Training
Research & Development
Automotive
Fashion & Luxury Goods
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Compliance
Operations
Partnerships
Technology Transfer
Research and Development
Corporate Affairs
Strategy
Finance
Relevant Roles
Legal Counsel
Licensing Manager
Intellectual Property Director
Commercial Director
Business Development Manager
Compliance Officer
Contract Manager
Technology Transfer Officer
Chief Legal Officer
Chief Technology Officer
IP Rights Manager
Operations Director
Partnership Manager
General Counsel
Regional Manager
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