Limited Use Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Limited Use Licence Agreement

"I need a Limited Use Licence Agreement to grant a UK-based educational institution permission to use our proprietary training materials for one year starting January 2025, with restrictions on copying and distribution."

Document background
The Limited Use Licence Agreement is essential when an organization or individual needs to grant others specific, controlled access to their intellectual property or materials while retaining ownership rights. This agreement, governed by English and Welsh law, is commonly used in software distribution, content licensing, and technology transfer scenarios. It provides detailed terms covering usage rights, restrictions, duration, and termination conditions, ensuring both parties have clear understanding of permitted uses while protecting the licensor's intellectual property rights.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the licensed material

3. Definitions: Key terms used throughout the agreement including Licensed Materials, Permitted Use, Term

4. Grant of Licence: Scope and nature of the licence being granted, including territory and exclusivity provisions

5. Licence Restrictions: Specific limitations and prohibited uses of the licensed materials

6. Term and Termination: Duration of licence, renewal terms, and circumstances for termination

7. Intellectual Property Rights: Ownership and protection of IP rights, including infringement provisions

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

Optional Sections

1. Payment Terms: Financial arrangements, payment schedule, and late payment provisions - include when licence is paid

2. Service Level Agreement: Performance standards and support obligations - include when ongoing support is provided

3. Data Protection: GDPR and data protection obligations - include when personal data processing is involved

4. Warranties and Indemnities: Additional protections and guarantees - include for high-value or high-risk licenses

Suggested Schedules

1. Schedule 1 - Licensed Materials: Detailed description and specification of materials covered by licence

2. Schedule 2 - Technical Requirements: Technical specifications and requirements for use of licensed materials

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, payment terms and schedules

4. Schedule 4 - Acceptable Use Policy: Detailed terms of acceptable use and usage restrictions

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: Key legislation governing intellectual property rights, including copyright protection, duration of rights, permitted acts, and licensing provisions for software and other IP

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

Consumer Rights Act 2015: Relevant for B2C licenses, covering unfair terms, consumer protection measures, and statutory rights of consumers

Data Protection Act 2018 and UK GDPR: Legal framework for data protection, including obligations for data processing, storage, and cross-border transfers

Competition Act 1998: Legislation preventing anti-competitive practices and market abuse in licensing agreements

Trade Marks Act 1994: Legislation governing trademark usage and licensing of marks in agreements

Contract Law Fundamentals: Common law principles including offer, acceptance, consideration, and intention to create legal relations

Doctrine of Privity: Common law principle determining the rights and obligations of parties to a contract

Contractual Interpretation Principles: Common law rules and principles governing how courts interpret contractual terms and provisions

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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