This Perpetual Irrevocable License template is designed for situations where a permanent transfer of usage rights is required while maintaining original ownership of the intellectual property. It is particularly suited for software licensing, technology transfer, content distribution, and other scenarios requiring permanent rights assignment under New Zealand law. The document addresses key aspects including scope of license, usage rights, warranties, and compliance with New Zealand's intellectual property and contract law framework. It provides robust protection for both licensors and licensees in perpetual licensing arrangements, with specific attention to the irrevocable nature of the rights granted. The template includes comprehensive provisions for commercial terms, technical specifications, and ongoing obligations while ensuring alignment with New Zealand's legal requirements for permanent licensing arrangements.
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1. Parties: Identifies and defines the Licensor and Licensee with full legal names and addresses
2. Background: Establishes context, ownership of intellectual property, and purpose of the license
3. Definitions: Defines key terms used throughout the agreement, including Licensed Material, Intellectual Property Rights, and Territory
4. Grant of License: Explicitly states the perpetual and irrevocable nature of the license, scope of rights granted, and permitted uses
5. License Fee: Specifies the one-time or ongoing fees for the perpetual license, including payment terms
6. Intellectual Property Rights: Confirms ownership of IP rights and extent of rights transferred
7. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed material
8. Warranties and Representations: Licensor's warranties regarding ownership and right to license the material
9. Limitation of Liability: Limits parties' liability within bounds of New Zealand law
10. Dispute Resolution: Procedures for handling disputes under New Zealand jurisdiction
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Quality Control: Required when licensed material must meet specific quality standards or specifications
2. Sublicensing Rights: Include when licensee is permitted to sublicense the material to third parties
3. Territory Restrictions: Necessary when the license is limited to specific geographic regions
4. Improvements and Modifications: Include when addressing ownership and rights to modifications of the licensed material
5. Support and Maintenance: Required when ongoing technical support or maintenance is part of the agreement
6. Data Protection: Include when personal data processing is involved in the licensed material
7. Export Control: Necessary when licensed material may be subject to export regulations
8. Source Code Escrow: Include for software licenses where source code access may be required
1. Schedule 1 - Licensed Material: Detailed description of all intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and specifications of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Permitted Uses: Comprehensive list of authorized uses of the licensed material
5. Appendix A - Implementation Guidelines: Technical guidelines for implementing or using the licensed material
6. Appendix B - Quality Standards: Quality control requirements and standards if applicable
7. Appendix C - Support Services: Details of any support or maintenance services if provided
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Media and Entertainment
Manufacturing
Biotechnology
Telecommunications
Research and Development
Healthcare
Education
Publishing
Engineering
Financial Services
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Information Technology
Product Development
Compliance
Corporate Affairs
Technology Transfer
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Technology Transfer Officer
Chief Technology Officer
Chief Legal Officer
Commercial Manager
IP Rights Manager
Software Licensing Manager
Patent Attorney
Content Licensing Manager
Research Director
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