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This Unlimited License agreement template is designed for use under Indian jurisdiction when parties need to establish a perpetual, unrestricted licensing arrangement for intellectual property, technology, or content. The document is particularly relevant when the licensor wishes to grant comprehensive usage rights while maintaining ownership of the underlying IP. It incorporates essential elements required by Indian law, including compliance with the Indian Contract Act, 1872, intellectual property statutes, and relevant technology laws. The agreement structure accommodates various types of licensed property, from software and patents to content and trademarks, while addressing key commercial terms, protection mechanisms, and regulatory requirements specific to the Indian legal framework.

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers

2. Background: Context of the agreement, brief description of the licensed property, and purpose of the license

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

4. Grant of License: Scope of the unlimited license, including territory, duration, and permitted uses

5. License Fees: Payment terms, including any one-time fees, recurring charges, and payment schedules

6. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements or derivatives

7. Licensee Obligations: Responsibilities and restrictions on the licensee's use of the licensed property

8. Licensor Obligations: Responsibilities of the licensor, including any support or maintenance obligations

9. Warranties and Representations: Warranties regarding ownership, non-infringement, and quality of the licensed property

10. Indemnification: Mutual indemnification obligations for various risks and losses

11. Limitation of Liability: Limitations on parties' liability and exclusions of certain types of damages

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Confidentiality: Protection of confidential information exchanged during the agreement

14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement