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IP License Agreement

IP License Agreement Template for New Zealand

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Key Requirements PROMPT example:

IP License Agreement

"I need an IP License Agreement for licensing our proprietary software technology to multiple manufacturers in New Zealand, with the agreement to include source code escrow provisions and a complex royalty structure based on end-user sales."

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Document background
The IP License Agreement is a crucial legal instrument used when intellectual property owners wish to monetize their IP assets while maintaining ownership rights. This document, governed by New Zealand law, establishes a formal relationship between the IP owner (licensor) and the party seeking to use the IP (licensee). It is particularly relevant in scenarios involving technology transfer, software licensing, patent commercialization, or trademark usage. The agreement comprehensively addresses key aspects such as scope of rights, territorial limitations, financial terms, quality control measures, and compliance with New Zealand intellectual property legislation. It serves as a vital tool for businesses and organizations engaged in IP commercialization, research partnerships, and technology transfer arrangements.
Suggested Sections

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Explains the context of the agreement, ownership of the IP, and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the scope, nature (exclusive/non-exclusive), and territory of the license

5. License Fee and Payment Terms: Details the financial terms, including royalties, payment schedules, and calculation methods

6. IP Ownership and Protection: Confirms IP ownership and outlines obligations to protect and maintain the IP

7. Quality Control: Sets standards for the use of the IP and quality maintenance requirements

8. Confidentiality: Establishes obligations regarding confidential information

9. Warranties and Representations: States the parties' warranties regarding IP ownership, right to license, and non-infringement

10. Term and Termination: Specifies the duration of the agreement and termination provisions

11. Post-Termination Obligations: Outlines the parties' obligations after the agreement ends

12. General Provisions: Includes standard clauses like governing law, dispute resolution, and entire agreement

Optional Sections

1. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses

2. Development Obligations: Include for IP that requires further development or improvement

3. Performance Obligations: Include when there are minimum performance or sales targets

4. Marketing and Promotion: Include when specific marketing requirements or restrictions apply

5. Technology Transfer: Include when technical knowledge or support is required for IP implementation

6. Competition Law Compliance: Include for licenses that might raise competition law concerns

7. Source Code Escrow: Include for software IP licenses where source code protection is needed

8. Export Control: Include when the IP is subject to export control regulations

Suggested Schedules

1. Schedule 1 - Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers

2. Schedule 2 - License Fee Structure: Detailed breakdown of fees, royalties, and payment calculations

3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed IP

4. Schedule 4 - Quality Control Standards: Specific quality standards and testing procedures

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Schedule 6 - Territory: Detailed description of the geographic territory for the license

7. Appendix A - Brand Guidelines: Guidelines for using licensed trademarks or branding

8. Appendix B - Support Services: Details of technical support or maintenance services

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































Clauses




































Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceutical

Manufacturing

Media and Entertainment

Research and Development

Creative Industries

Agricultural Technology

Consumer Products

Healthcare

Education

Telecommunications

Gaming Industry

Industrial Design

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Innovation

Contracts

Technology Transfer

Corporate Affairs

Product Development

Licensing

Relevant Roles

Intellectual Property Lawyer

Legal Counsel

Licensing Manager

Chief Technology Officer

Research Director

Business Development Manager

IP Portfolio Manager

Commercial Director

Innovation Manager

Contract Manager

Chief Legal Officer

Technology Transfer Officer

R&D Manager

Chief Executive Officer

Intellectual Property Officer

Industries









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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