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Irrevocable License
"I need an Irrevocable License agreement for software technology in UAE, where my company will be licensing our AI-powered analytics platform to a major bank, with implementation starting March 2025 and including provisions for technical support and system updates."
1. Parties: Identification and details of the Licensor and Licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, description of the licensed property, and the parties' intention to enter into an irrevocable license arrangement
3. Definitions: Defined terms used throughout the agreement, including Licensed Property, Territory, Term, and other key concepts
4. Grant of License: Explicit statement of the irrevocable license grant, including scope, territory, and duration
5. Nature of License: Specifications regarding exclusivity/non-exclusivity and irrevocability provisions
6. License Fee: Payment terms, including initial fees, ongoing royalties if applicable, and payment mechanisms
7. Licensor's Obligations: Obligations to maintain and protect the licensed property, provide technical support if relevant
8. Licensee's Obligations: Usage requirements, quality control, reporting obligations, and other licensee responsibilities
9. Intellectual Property Rights: Ownership confirmation, protection of IP rights, and handling of improvements
10. Representations and Warranties: Standard and specific warranties regarding ownership, right to license, and quality of licensed property
11. Indemnification: Mutual indemnification provisions for breach of warranties, third-party claims
12. Term and Termination: Duration of agreement and limited circumstances for termination given irrevocable nature
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Quality Control: Required when licensing trademarks or when product/service quality standards must be maintained
2. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
3. Technical Support: Include when licensor will provide ongoing technical support or maintenance
4. Export Control: Required when licensed property may be subject to export regulations
5. Source Code Escrow: Include for software licenses where source code access may be needed
6. Training and Implementation: Include when licensor will provide training or implementation services
7. Data Protection: Required when personal data processing is involved in the license implementation
1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including technical specifications, drawings, or documentation
2. Schedule 2 - License Fee Structure: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications, quality standards, and implementation requirements
4. Schedule 4 - Territory Definition: Detailed description of geographical or market territories covered by the license
5. Schedule 5 - Service Level Agreement: Performance standards and support levels if applicable
6. Appendix A - Form of Reports: Templates for required periodic reports from licensee
7. Appendix B - Quality Control Procedures: Detailed quality control and monitoring procedures if applicable
Authors
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Control
Derivative Works
Documentation
Effective Date
Force Majeure Event
Governmental Authority
Improvements
Intellectual Property Rights
License
Licensed Property
Licensed Rights
License Fee
Licensee
Licensor
Losses
Material Breach
Net Sales
Patents
Quality Standards
Regulatory Approvals
Royalty
Specifications
Sub-licensee
Technical Information
Term
Territory
Third Party
Trade Secrets
UAE
Use
Working Day
Grant of License
License Scope
Irrevocability
Payment Terms
Intellectual Property Rights
Quality Control
Technical Support
Confidentiality
Data Protection
Warranties
Representations
Indemnification
Liability Limitation
Force Majeure
Assignment
Sub-licensing
Regulatory Compliance
Record Keeping
Audit Rights
Territory Restrictions
Non-Competition
Reports and Notifications
Performance Standards
Insurance
Export Control
Anti-Corruption
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendments
Notices
Third Party Rights
Further Assurance
Technology & Software
Manufacturing
Healthcare & Pharmaceuticals
Energy & Utilities
Media & Entertainment
Financial Services
Telecommunications
Real Estate & Construction
Retail & Consumer Goods
Education & Training
Legal
Intellectual Property
Commercial
Business Development
Technology
Operations
Compliance
Research & Development
Finance
Strategy
Chief Legal Officer
Head of Intellectual Property
Licensing Director
Commercial Director
Chief Technology Officer
Business Development Manager
Contract Manager
Legal Counsel
IP Manager
Chief Executive Officer
Chief Operating Officer
Technology Transfer Manager
Compliance Officer
Research & Development Director
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