Intercompany Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Intercompany Licence Agreement

"I need an Intercompany Licence Agreement for my UK parent company to license our proprietary software and related IP to our new subsidiary in Wales, starting from March 2025, with specific provisions for technical support and quality control measures."

Document background
The Intercompany Licence Agreement is essential for corporate groups operating in England and Wales who need to formally document and regulate the internal sharing of intellectual property, technology, or other proprietary assets. This agreement helps ensure compliance with transfer pricing regulations, maintains clear ownership boundaries, and provides a framework for managing intra-group licensing arrangements. It typically includes detailed terms on licence scope, payment structures, quality control measures, and confidentiality provisions, while adhering to English and Welsh legal requirements.
Suggested Sections

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

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Key terms used throughout the agreement

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

5. Term and Termination: Duration of the agreement and termination provisions

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

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

8. Confidentiality: Protection of confidential information

9. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Quality Control: Standards and quality requirements - include when licensing involves products or services that need quality monitoring

2. Territory Restrictions: Geographical limitations of the licence - include when licence is limited to specific regions

3. Sub-licensing Rights: Rights to grant sub-licences - include when sub-licensing might be required

4. Technology Transfer: Provisions for technical knowledge transfer - include when technical implementation is required

5. Data Protection: Compliance with data protection laws - include when personal data processing is involved

Suggested Schedules

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

2. Schedule 2 - Payment Terms: Detailed breakdown of fees, royalties and payment structure

3. Schedule 3 - Technical Specifications: Technical details and requirements of licensed technology

4. Schedule 4 - Quality Standards: Detailed quality requirements and monitoring procedures

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if applicable

6. Appendix A - Form of Reports: Templates for required reporting

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

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, including copyright protection, design rights, and patent law in the UK

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

Patents Act 1977: Core legislation covering patent rights, registration, and enforcement in the UK

Trade Secrets Regulations 2018: Regulations protecting confidential business information and know-how

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

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

Misrepresentation Act 1967: Governs remedies for misrepresentation in contract formation

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Provides framework for merger control and market investigations

UK GDPR: Post-Brexit data protection regulation implementing GDPR principles in UK law

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

Corporation Tax Act 2009: Legislation governing corporate taxation including treatment of intellectual property

Value Added Tax Act 1994: Legislation governing VAT implications of licensing arrangements

Companies Act 2006: Primary legislation governing company operations, including corporate authority and document execution

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

Transfer Pricing legislation: Rules ensuring arm's length pricing between related entities in different jurisdictions

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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