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Product Licence Agreement for the United Kingdom

Product Licence Agreement Template for England and Wales

A Product Licence Agreement is a legally binding contract under English and Welsh law that governs the terms under which one party (the licensor) grants another party (the licensee) the right to use, manufacture, sell, or distribute specific products. The agreement details the scope of the licence, payment terms, quality standards, territorial restrictions, and intellectual property rights. It includes provisions for compliance with UK regulations, dispute resolution mechanisms, and termination conditions.

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What is a Product Licence Agreement?

The Product Licence Agreement is essential when one party wishes to grant another the right to use or commercialize their products while retaining ownership rights. This document, governed by English and Welsh law, typically includes detailed terms covering licence scope, territory, duration, fees, quality control, and intellectual property protection. It's particularly crucial for businesses expanding their distribution networks, entering new markets, or monetizing their intellectual property through product licensing arrangements.

What sections should be included in a Product Licence Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence being granted, including usage rights and restrictions

5. Licence Fees: Payment terms, fee structure, and payment conditions

6. Intellectual Property Rights: Ownership, protection and enforcement of IP rights related to the licensed products

7. Term and Termination: Duration of agreement, renewal terms, and termination provisions

8. Warranties and Indemnities: Guarantees, representations and protections provided by each party

9. Confidentiality: Protection and handling of confidential information

10. Limitation of Liability: Scope and extent of liability limitations between parties

What sections are optional to include in a Product Licence Agreement?

1. Source Code Escrow: Terms for source code protection and access conditions in case of specified trigger events

2. Territory Restrictions: Geographical limitations and restrictions on licence use

3. Minimum Performance Requirements: Performance standards, metrics and consequences of non-compliance

4. Data Protection: Specific provisions for handling personal data and ensuring GDPR compliance

5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws

What schedules should be included in a Product Licence Agreement?

1. Schedule 1 - Licensed Products: Detailed description and specifications of products covered by licence

2. Schedule 2 - Technical Specifications: Technical details, requirements and performance specifications

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, payment terms and calculation methods

4. Schedule 4 - Service Level Agreement: Performance metrics, support terms and service standards

5. Schedule 5 - Permitted Uses: Detailed description of allowed usage scenarios and restrictions for licensed products

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

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions







































Clauses







































Industries

Common Law Contract Principles: Fundamental principles of contract law from English common law, including offer, acceptance, consideration, and intention to create legal relations

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract in certain circumstances

Consumer Rights Act 2015: Primary consumer protection legislation for B2C contracts, covering quality standards, unfair terms, and consumer remedies

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts

Sale of Goods Act 1979: Legislation governing contracts for the sale of goods, including implied terms about quality and fitness for purpose

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights including copyright, design rights, and patents

Trade Marks Act 1994: Legislation governing the registration and protection of trademarks in the UK

Patents Act 1977: Comprehensive legislation covering patent rights, registration, and enforcement

Intellectual Property (Enforcement, etc.) Regulations 2006: Regulations providing additional measures for the enforcement of intellectual property rights

UK GDPR: Post-Brexit data protection regulation incorporating EU GDPR principles into UK law

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Regulations governing electronic communications, marketing, and use of cookies

Competition Act 1998: Primary legislation prohibiting anti-competitive behavior and abuse of dominant market position

Enterprise Act 2002: Legislation covering market investigations and merger control

Consumer Product Safety Regulations: Various regulations ensuring products meet safety standards and requirements

Electronic Communications Act 2000: Legislation providing legal framework for electronic signatures and electronic communications

Export Control Act 2002: Controls on the export of goods, technology, and technical assistance

Alternative Dispute Resolution Regulations: Framework for resolving disputes outside of court proceedings

EU Retained Law: Relevant EU legislation retained in UK law post-Brexit affecting product licensing

Sanctions Regulations: Various regulations implementing international sanctions that may affect licensing agreements

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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