The Limited Use License agreement is essential for businesses and individuals in New Zealand who wish to grant controlled access to their intellectual property, software, content, or other proprietary assets while maintaining ownership rights. This document type is commonly used when the owner of intellectual property wants to permit specific, limited use of their asset while retaining control over how it is used and distributed. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Copyright Act 1994, and Fair Trading Act 1986. It typically includes detailed terms regarding usage restrictions, duration, territory, payment terms, and termination conditions, making it suitable for various commercial arrangements where protected assets need to be licensed under strict conditions.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, nature of the licensed material, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific details of the license being granted, including scope, territory, and duration
5. License Restrictions: Clear outline of what the licensee cannot do with the licensed material
6. Payment Terms: License fees, payment schedule, and any ongoing royalties or maintenance fees
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information shared between parties
9. Term and Termination: Duration of the license and circumstances for termination
10. Warranties and Disclaimers: Warranties provided and limitations of liability
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Updates and Maintenance: Include when the licensed material requires ongoing updates or maintenance support
2. Data Protection: Required when personal data processing is involved in the licensed material's use
3. Export Controls: Necessary when the licensed material may be subject to international trade restrictions
4. Source Code Escrow: Include for software licenses where source code protection is required
5. Training and Support: Add when the license includes provision of training or technical support
6. Audit Rights: Include when the licensor needs rights to audit licensee's use of the material
7. Geographic Restrictions: Required when the license is limited to specific territories or regions
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including version numbers or specific identifiers
2. Schedule 2 - Technical Specifications: Technical requirements and specifications for the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, including any variable components
4. Schedule 4 - Service Levels: Performance standards and service levels if applicable
5. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
6. Appendix B - Support Terms: Detailed terms of technical support and maintenance if provided
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Media and Entertainment
Professional Services
Manufacturing
Research and Development
Education
Healthcare
Financial Services
Telecommunications
Creative Industries
Biotechnology
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Software Development
Content Creation
Research and Development
Compliance
Operations
Technical Services
Product Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Software Development Manager
Content Manager
Chief Technology Officer
Commercial Director
Research Director
Product Manager
Innovation Manager
Compliance Officer
Operations Manager
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