Basic Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Basic Licence Agreement

"I need a Basic Licence Agreement to license my software technology to a manufacturer in Germany, with exclusive rights in the EU market and royalty payments of 5% of net sales, starting from March 2025."

Document background
The Basic Licence Agreement is used when one party wishes to permit another to use their intellectual property or other assets while retaining ownership. This document, governed by English and Welsh law, is essential for businesses looking to monetize their intellectual property or expand their market reach through controlled licensing arrangements. It includes crucial terms such as scope of use, payment structures, quality control measures, and termination rights. The agreement is particularly valuable for protecting intellectual property rights while enabling commercial exploitation through authorized third parties.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context and purpose of the licence agreement

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence being granted

5. Duration and Termination: Term of licence and circumstances for termination

6. Payment Terms: Licence fees, royalties and payment conditions

7. Intellectual Property Rights: Ownership and protection of licensed IP

8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and related jurisdictional matters

Optional Sections

1. Quality Control: Standards and requirements for licensed products/services - used when licensing trademarks or quality-sensitive IP

2. Territory: Geographical scope of the licence - included when territorial restrictions apply

3. Sub-licensing Rights: Rights and conditions for granting sub-licences - included when sub-licensing might be permitted

4. Improvements: Rights to modifications and improvements - particularly relevant for technology or patent licences

5. Data Protection: Provisions relating to handling of personal data - included when personal data processing is involved

6. Competition Compliance: Provisions ensuring compliance with competition laws - included for licenses that might affect market competition

Suggested Schedules

1. Schedule 1 - Licensed IP: Detailed description and specification of the licensed intellectual property

2. Schedule 2 - Royalty Calculations: Detailed payment terms, calculation methods and examples for royalties

3. Schedule 3 - Technical Specifications: Technical details and requirements for licensed technology or products

4. Schedule 4 - Quality Standards: Detailed quality requirements, specifications and testing procedures

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

Clauses
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights including copyright, designs, and patents in the UK

Trade Marks Act 1994: Key legislation governing trademark protection and registration in the UK

Patents Act 1977: Fundamental legislation governing patent rights and protection in the UK

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts

Consumer Rights Act 2015: Main consumer protection legislation, relevant if licensing to consumers

Competition Act 1998: Primary UK legislation governing competition law and anti-competitive practices

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Consumer Protection from Unfair Trading Regulations 2008: Protects consumers from unfair commercial practices in B2C transactions

Consumer Contracts Regulations 2013: Governs distance selling and off-premises contracts with consumers

Rome I Regulation (retained EU law): Rules determining which country's law applies to contractual obligations

Technology Transfer Block Exemption Regulation: Competition law exemptions for technology transfer agreements

Common Law Contract Principles: Fundamental principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations

Common Law Confidentiality Principles: Legal principles protecting confidential information and trade secrets

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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