Exclusive And Non Exclusive Licence Template for England and Wales

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Key Requirements PROMPT example:

Exclusive And Non Exclusive Licence

"I need an Exclusive and Non-Exclusive Licence agreement to license our software patents exclusively in the UK and non-exclusively in the EU, with quarterly royalty payments and quality control provisions, to be effective from March 2025."

Document background
Exclusive And Non Exclusive Licence agreements are essential documents for businesses seeking to monetize their intellectual property while maintaining control over its use. This versatile agreement type, governed by English and Welsh law, allows rights holders to grant both exclusive rights (where only one party may use the IP in a specified territory) and non-exclusive rights (where multiple licensees may operate) within the same framework. It's particularly valuable when different territorial or usage rights need to be allocated to various parties, or when the licensor wishes to maintain flexibility in their licensing strategy. The agreement typically includes detailed provisions on usage rights, quality control, royalty payments, and termination conditions.
Suggested Sections

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

2. Background: Context of the agreement and ownership of licensed rights

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of rights being licensed, including exclusive and non-exclusive elements

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Payment Terms: Fees, royalties, and payment conditions for both exclusive and non-exclusive elements

7. Intellectual Property Rights: Ownership and protection of IP, including restrictions and reservations

8. Warranties and Representations: Statements and guarantees by both parties regarding rights and capabilities

9. 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 or services, typically used for trademark or brand-related licenses

2. Territory Restrictions: Geographical limitations and territorial scope of the license

3. Sub-licensing Rights: Provisions regarding the right to grant sub-licenses to third parties

4. Minimum Performance Requirements: Performance targets and minimum requirements for licensee, typically used in exclusive licenses

5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws and regulations

Suggested Schedules

1. Schedule 1 - Licensed Rights: Detailed description of intellectual property rights being licensed

2. Schedule 2 - Royalty Calculations: Detailed payment terms, calculation methods, and reporting requirements

3. Schedule 3 - Quality Standards: Specific quality requirements, specifications, and compliance procedures

4. Schedule 4 - Approved Territory: List of territories where license is valid and any territorial restrictions

5. Schedule 5 - Minimum Performance Criteria: Detailed performance targets and measurement metrics

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 provisions for exclusive and non-exclusive licences, and defining rights and obligations of licensors and licensees

Trade Marks Act 1994: Legislation governing trademark licensing and usage, essential when the licence agreement involves trademarks

Patents Act 1977: Key legislation for patent licensing, containing specific requirements and provisions for patent rights licensing

Law of Contract (Common Law): Fundamental principles of contract law under English common law system, governing formation and enforcement of contracts

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, limiting the extent to which liability can be excluded or restricted

Consumer Rights Act 2015: Legislation protecting consumer rights in B2C contracts, including licensing agreements with consumers

Competition Act 1998: Legislation preventing anti-competitive practices in business agreements, including licensing arrangements

Enterprise Act 2002: Complementary competition law governing market conduct and business practices

UK GDPR: Data protection legislation governing the processing of personal data, relevant if the licence involves data processing

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

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting consumers from unfair commercial practices, relevant for consumer-facing licences

International IP Treaties: Various international agreements governing cross-border intellectual property rights and licensing

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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