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Royalty Bearing License Agreement

Royalty Bearing License Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Royalty Bearing License Agreement

"I need a Royalty Bearing License Agreement for licensing our patented solar panel technology to a UAE manufacturer, with a 5% royalty rate on net sales and exclusive rights in the GCC region, starting March 2025."

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Document background
The Royalty Bearing License Agreement is a crucial document used in the United Arab Emirates when one party wishes to monetize their intellectual property by granting usage rights to another party in exchange for ongoing royalty payments. This agreement is particularly relevant in the UAE's growing knowledge-based economy and is structured to comply with UAE federal laws, including intellectual property regulations, commercial laws, and tax requirements. The document typically includes detailed provisions for royalty calculations, quality control, territorial restrictions, and reporting requirements, while incorporating necessary protections for both parties under UAE law. It's especially important in sectors involving technology transfer, manufacturing rights, or brand licensing, and must account for the UAE's specific requirements regarding commercial agreements and foreign investment regulations.
Suggested Sections

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, description of the intellectual property, and parties' authority to enter into the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Scope, nature, and territory of the license, including any restrictions and reservations

5. Royalty Payments: Royalty rates, calculation methods, payment terms, and reporting requirements

6. Intellectual Property Rights: Ownership confirmation, protection measures, and handling of improvements

7. Quality Control: Quality standards, inspection rights, and approval processes

8. Confidentiality: Protection of confidential information and trade secrets

9. Term and Termination: Duration of agreement, renewal terms, and termination circumstances

10. Representations and Warranties: Parties' assertions regarding authority, IP ownership, and non-infringement

11. Record Keeping and Audit Rights: Requirements for maintaining records and rights to audit

12. Governing Law and Jurisdiction: Application of UAE law and jurisdiction for dispute resolution

13. General Provisions: Standard clauses including assignment, notices, and entire agreement

Optional Sections

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

2. Technology Transfer: Include when technical knowledge or know-how transfer is part of the agreement

3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

4. Export Control: Include for international licensing dealing with restricted technologies

5. Source Code Escrow: Include for software licensing agreements

6. Minimum Performance Requirements: Include when licensee must meet specific sales or performance targets

7. Training and Support: Include when licensor provides ongoing technical support or training

8. Insurance Requirements: Include when specific insurance coverage is required

9. Force Majeure: Include when parties want specific provisions for unforeseen circumstances

Suggested Schedules

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

2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations

3. Schedule 3 - Quality Standards: Specific quality requirements and testing procedures

4. Schedule 4 - Reporting Template: Standard format for royalty reports and sales information

5. Schedule 5 - Territory Definition: Detailed description of geographic territories covered

6. Schedule 6 - Technical Specifications: Technical details of licensed technology or products

7. Appendix A - Approved Sub-contractors: List of approved manufacturers or service providers

8. Appendix B - Brand Guidelines: Guidelines for use of trademarks and branding

9. Appendix C - Support Services: Details of any technical support or maintenance services

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Trademarks
Licensed Patents
Licensed Rights
License Fee
Minimum Royalty Payment
Net Sales
Notice
Patents
Quarter
Renewal Term
Reporting Period
Royalty Rate
Royalty Statement
Sell-Off Period
Subsidiary
Technical Information
Term
Territory
Third Party
Trade Secrets
Working Day
Year
Quality Standards
Authorized Users
Background IP
Foreground IP
Know-How
Material Breach
Permitted Purpose
Related Rights
Reporting Requirements
Sales Revenue
Technical Documentation
Technology Transfer
Valid Claim
Clauses
Parties
Recitals
Definitions
License Grant
Exclusivity
Territory
Term and Termination
Royalty Payments
Payment Terms
Audit Rights
Quality Control
Intellectual Property Rights
Improvements
Confidentiality
Warranties and Representations
Indemnification
Insurance
Record Keeping
Reporting Requirements
Sub-licensing
Assignment
Force Majeure
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendment
Waiver
Third Party Rights
Technology Transfer
Performance Requirements
Technical Support
Compliance with Laws
Export Control
Brand Protection
Non-Competition
Training and Support
Marketing and Promotion
Product Development
Regulatory Compliance
Boilerplate Clauses
Relevant Industries

Technology & Software

Manufacturing

Pharmaceuticals

Entertainment & Media

Consumer Goods

Telecommunications

Biotechnology

Industrial Design

Fashion & Luxury Goods

Automotive

Energy & Resources

Healthcare

Research & Development

Relevant Teams

Legal

Finance

Intellectual Property

Research & Development

Business Development

Compliance

Commercial

Technology

Operations

Corporate Affairs

Licensing

Innovation

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Chief Technology Officer

Finance Director

Licensing Manager

Business Development Manager

Contract Administrator

Compliance Officer

Chief Financial Officer

Research & Development Director

Innovation Manager

Technology Transfer Officer

Corporate Secretary

General Counsel

Industries
UAE Federal Law No. 11 of 2021 on Industrial Property Rights: Governs patents, industrial designs, and trade secrets. Essential for defining and protecting the intellectual property rights being licensed.
UAE Federal Law No. 38 of 2021 on Copyright and Related Rights: Regulates copyright protection and related rights, crucial for licensing agreements involving copyrightable works.
UAE Federal Law No. 32 of 2021 on Commercial Companies: Provides framework for commercial transactions and business relationships between parties, including licensing arrangements.
UAE Federal Law No. 8 of 2004 on Financial Free Zones: Relevant for licensing agreements involving entities in UAE free zones, which may have different regulations and tax treatments.
UAE Federal Decree-Law No. 33 of 2021 on Commercial Transactions: Governs commercial transactions and provides general principles for business contracts.
UAE Federal Decree-Law No. 47 of 2022 on Taxation of Corporations and Businesses: Addresses corporate tax implications, including treatment of royalty payments and licensing income.
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles of contract law and obligations that apply to licensing agreements.
UAE Federal Decree No. 19 of 2018 on Foreign Direct Investment: Relevant for licensing agreements involving foreign parties and cross-border transactions.
UAE Federal Law No. 6 of 2018 on Arbitration: Important for dispute resolution provisions in licensing agreements, especially for international contracts.
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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