Exclusive Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exclusive Licence Agreement

"I need an Exclusive Licence Agreement to grant sole rights to a pharmaceutical company to manufacture and distribute our patented drug formulation across Europe, with an upfront payment of £1M and ongoing royalties of 5% of net sales, starting from March 2025."

Document background
The Exclusive Licence Agreement is essential when a rights holder wishes to grant sole exploitation rights to another party while retaining ownership. This document, governed by English and Welsh law, establishes the framework for exclusive commercial exploitation of intellectual property, including patents, trademarks, copyright, or trade secrets. It defines crucial elements such as territory, duration, payment terms, and quality standards, while providing legal protection for both parties. The agreement is particularly vital in scenarios requiring significant investment or market development by the licensee.
Suggested Sections

1. Parties: Full legal names and addresses of the licensor and licensee

2. Background: Context of the agreement and brief description of the intellectual property being licensed

3. Definitions: Key terms used throughout the agreement including Licensed Rights, Territory, Term

4. Grant of Rights: Scope of the exclusive licence, including territory and field of use

5. Payment Terms: Licence fees, royalties, and payment mechanisms

6. Obligations of the Parties: Key responsibilities of both licensor and licensee

7. Term and Termination: Duration of agreement and circumstances for termination

8. Intellectual Property Protection: Provisions for maintaining and protecting IP rights

9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law

Optional Sections

1. Quality Control: Standards for licensed products/services - typically included when licensing trademarks or brands

2. Sub-licensing Rights: Terms for allowing licensee to sub-license - included when sub-licensing might be required

3. Development Obligations: Requirements for product development - relevant for technology or patent licences

4. Minimum Performance Requirements: Minimum sales or usage targets - included when commercialization is a key objective

Suggested Schedules

1. Schedule 1 - Licensed Rights: Detailed description of IP being licensed

2. Schedule 2 - Territory: Detailed definition of geographical scope

3. Schedule 3 - Royalty Calculations: Detailed payment terms and calculation methods

4. Schedule 4 - Technical Specifications: Technical details of licensed technology

5. Schedule 5 - Quality Standards: Detailed quality requirements and specifications

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

Industries

Contract Law Common Law Principles: Fundamental principles of English contract law including formation, consideration, intention to create legal relations, and certainty of terms

Unfair Contract Terms Act 1977: Legislation governing the fairness and enforceability of contractual terms, particularly exclusion and limitation clauses

Consumer Rights Act 2015: Key legislation for business-to-consumer contracts, ensuring fairness and transparency in consumer agreements

Copyright, Designs and Patents Act 1988: Primary legislation governing copyright protection, licensing of intellectual property rights, and enforcement measures

Trade Marks Act 1994: Legislation governing the registration, protection, and licensing of trademarks in the UK

Patents Act 1977: Legal framework for patent protection and licensing in the UK

Registered Designs Act 1949: Legislation covering the registration and protection of design rights

Competition Act 1998: Regulations preventing anti-competitive practices and abuse of dominant market positions in licensing agreements

Enterprise Act 2002: Framework for market regulation and competition law enforcement

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

Data Protection Act 2018: UK's implementation of data protection standards and requirements

Civil Procedure Rules: Rules governing civil litigation in England and Wales, relevant for dispute resolution clauses

Arbitration Act 1996: Framework for arbitration proceedings as an alternative dispute resolution method

Private International Law (Miscellaneous Provisions) Act 1995: Legislation governing choice of law rules in international contracts

Rome I Regulation: Retained EU law determining applicable law in contractual obligations

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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