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Non Transferable License
"I need a Non-Transferable License agreement for licensing our proprietary software to a UAE-based telecommunications company, with specific usage restrictions and quarterly payment terms starting March 2025."
1. Parties: Identification and details of the Licensor and Licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the licensed material/property, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Material, Territory, Term, etc.
4. Grant of License: Explicit terms of the license grant, including scope, territory, and clear statement of non-transferability
5. License Restrictions: Specific restrictions on the use of the licensed material, including prohibition on transfer, sublicensing, and other limitations
6. License Fee and Payment Terms: Details of license fees, payment schedule, payment method, and consequences of late payment
7. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and handling of improvements or derivatives
8. Licensee Obligations: Specific duties and responsibilities of the Licensee in using the licensed material
9. Term and Termination: Duration of the license, renewal provisions, and grounds for termination
10. Confidentiality: Obligations regarding confidential information exchanged during the license period
11. Warranties and Representations: Warranties provided by both parties, particularly regarding ownership and right to license
12. Liability and Indemnification: Limitation of liability provisions and indemnification obligations
13. Governing Law and Dispute Resolution: Specification of UAE law as governing law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Technical Support: Include when the license requires ongoing technical support or maintenance services
3. Training: Necessary when the licensed material requires specific training for proper use
4. Data Protection: Include when the licensed material involves processing of personal data
5. Export Control: Required when the licensed material may be subject to export control regulations
6. Source Code Escrow: Include for software licenses where source code protection is required
7. Performance Metrics: Include when the license is tied to specific performance requirements or targets
8. Audit Rights: Include when the licensor needs rights to audit the licensee's use of the licensed material
1. Schedule 1 - Licensed Material: Detailed description and specifications of the licensed material/property
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees, payment schedules, and calculation methods
3. Schedule 3 - Technical Specifications: Technical requirements, specifications, and standards for the licensed material
4. Schedule 4 - Service Levels: Service level requirements and metrics, if applicable
5. Schedule 5 - Approved Use Cases: Specific approved uses and applications of the licensed material
6. Appendix A - Contact Details: Key contact persons and their details for both parties
7. Appendix B - Reporting Requirements: Templates and requirements for any required reporting
8. Appendix C - Change Control Procedure: Process for managing changes to the licensed material or agreement terms
Authors
Affiliate
Authorized Users
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fees
Force Majeure Event
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
Licensed Material
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Losses
Maintenance Services
Material Breach
Parties
Payment Terms
Permitted Purpose
Proprietary Rights
Quarter
Renewal Term
Representatives
Restricted Territory
Specifications
Support Services
Technical Information
Term
Territory
Third Party
Trade Secrets
Updates
Use
Working Hours
Grant of License
License Restrictions
Non-Transfer
Payment
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Duration
Termination
Force Majeure
Assignment
Compliance with Laws
Anti-Corruption
Quality Control
Audit Rights
Technical Support
Performance Standards
Territory Restrictions
Export Control
Notice
Entire Agreement
Severability
Waiver
Amendment
Governing Law
Dispute Resolution
Language
Counterparts
Technology
Software Development
Manufacturing
Pharmaceuticals
Healthcare
Media and Entertainment
Telecommunications
Education
Research and Development
Energy
Financial Services
Professional Services
Retail
Automotive
Legal
Intellectual Property
Commercial
Business Development
Compliance
Operations
Technology
Research and Development
Finance
Risk Management
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Chief Technology Officer
Business Development Manager
Contracts Manager
Compliance Officer
Chief Legal Officer
Technology Transfer Manager
IP Rights Manager
Partnership Manager
General Counsel
Operations Director
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