The Perpetual Licence Agreement is designed for situations where permanent usage rights need to be granted without transferring ownership of the intellectual property. This document is commonly used in England and Wales for software licensing, technology transfers, and other IP arrangements where the licensor wishes to maintain ownership while giving the licensee permanent usage rights. The agreement typically includes detailed terms about usage scope, maintenance, support, fees, and compliance with relevant regulations. It provides a comprehensive framework for managing long-term licensing relationships while protecting both parties' interests under English law.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context and purpose of the licence agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the perpetual licence
5. Licence Fees: Payment terms and conditions
6. Intellectual Property Rights: Ownership and protection of IP
7. Warranties and Representations: Guarantees provided by both parties
8. Liability and Indemnification: Limitations of liability and indemnity provisions
9. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Maintenance and Support: Terms for ongoing support, used when technical support is included
2. Data Protection: Required when personal data processing is involved
3. Export Controls: Necessary for international licensing of controlled items
4. Source Code Escrow: Used when source code protection is required
5. Service Levels: Include when specific performance standards are required
1. Licensed Materials: Detailed description of licensed IP/software
2. Technical Specifications: Technical details and requirements
3. Fee Schedule: Detailed breakdown of all applicable fees
4. Support Services: Details of maintenance and support services if applicable
5. Acceptance Testing: Testing procedures and acceptance criteria if applicable
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