The Irrevocable License agreement is a specialized legal instrument used when parties need to establish a permanent, unchangeable right to use specific intellectual property or assets. This document is particularly relevant in situations requiring guaranteed, long-term access to intellectual property rights, such as technology implementations, manufacturing processes, or content usage. Under Irish law, this agreement provides robust protection for both the licensor's ownership rights and the licensee's usage rights, making it essential for strategic business relationships and long-term investments. The document typically includes comprehensive details about the licensed property, usage scope, territorial limitations, and any ongoing obligations, while ensuring compliance with Irish intellectual property law, contract law, and relevant EU regulations. An Irrevocable License is commonly used in technology transfers, software licensing, patent licensing, and other scenarios where the licensee requires absolute certainty about the continuity of their usage rights.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the subject matter being licensed
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Grant of License: Clear statement of the license grant and its irrevocable nature
5. Scope of License: Detailed description of the rights being granted and any territorial or field-of-use limitations
6. License Fee: Payment terms, including any ongoing royalties or one-time fees
7. Intellectual Property Rights: Confirmation of ownership and protection of underlying IP rights
8. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
9. Indemnification: Provisions for indemnification against third-party claims
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Sublicensing Rights: Include when licensee is permitted to grant sublicenses to third parties
2. Technical Requirements: Include when the licensed subject matter requires specific technical implementations or standards
3. Quality Control: Include when the license involves trademarks or requires maintaining certain quality standards
4. Maintenance and Support: Include when ongoing technical support or maintenance is part of the license
5. Export Control: Include when the licensed subject matter may be subject to export regulations
6. Source Code Escrow: Include when licensing software with source code protection provisions
7. Data Protection: Include when the licensed activities involve processing personal data
8. Force Majeure: Include when specific circumstances might affect ongoing obligations under the license
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for implementation
3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Approved Uses: Specific listing of permitted uses and any usage restrictions
5. Schedule 5 - Support and Maintenance Terms: Details of any ongoing support or maintenance obligations
6. Appendix A - Form of Sublicense Agreement: Template for sublicense agreements if sublicensing is permitted
7. Appendix B - Quality Control Standards: Detailed quality control requirements and processes
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Media and Entertainment
Pharmaceuticals
Biotechnology
Research and Development
Education
Telecommunications
Industrial Design
Consumer Products
Engineering
Relevant Teams
Legal
Intellectual Property
Research and Development
Business Development
Commercial
Operations
Technology Transfer
Innovation
Compliance
Corporate Strategy
Relevant Roles
Legal Counsel
Intellectual Property Manager
Chief Technology Officer
Licensing Director
Contract Manager
Patent Attorney
Business Development Director
Research Director
Chief Executive Officer
Innovation Manager
Commercial Director
Technology Transfer Officer
General Counsel
Head of Legal
IP Rights Manager
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