Master Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Licence Agreement

"I need a Master Licence Agreement to license our proprietary software to enterprise customers in the UK and EU, with specific provisions for source code escrow and the ability to grant sub-licenses to the customer's subsidiaries."

Document background
The Master Licence Agreement is designed for situations where one party (the licensor) wishes to grant another party (the licensee) rights to use specific intellectual property under controlled conditions. This agreement, governed by English and Welsh law, provides the foundational framework for managing intellectual property licensing relationships, covering essential elements such as scope of use, payment terms, protection of IP rights, and compliance requirements. It is particularly useful when multiple licenses or products may be added over time through supplementary schedules.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

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

5. Licence Fees: Payment terms and fee structure

6. Intellectual Property Rights: Ownership and protection of IP

7. Term and Termination: Duration and termination provisions

8. Warranties and Indemnities: Legal guarantees and protections

Optional Sections

1. Source Code Escrow: For software licenses where source code protection is required - used in software licensing agreements

2. Data Protection: Specific data protection obligations - used when personal data processing is involved

3. Export Controls: Export restriction provisions - used in international licensing arrangements

4. Service Levels: Performance standards and metrics - used in software or service-based licenses

Suggested Schedules

1. Licensed Materials: Detailed description of licensed IP/materials

2. Technical Specifications: Technical details and requirements

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

4. Service Levels: Detailed service level requirements and metrics

5. Permitted Users: List of authorized users or user categories

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Copyright, Designs and Patents Act 1988: Core legislation governing intellectual property rights, including provisions for licensing of copyright works and moral rights considerations

Trade Marks Act 1994: Legislation governing trademark protection and licensing, including usage rights and restrictions for trademarked properties

Patents Act 1977: Primary legislation for patent protection and exploitation, relevant when patents are included in the licence agreement

Data Protection Act 2018 and UK GDPR: Legislation governing personal data processing and protection, including data protection obligations and compliance requirements

Consumer Rights Act 2015: Legislation protecting consumer rights and regulating unfair contract terms, particularly relevant if end users could be consumers

Competition Act 1998: Legislation ensuring fair competition and regulating anti-competitive practices in business agreements

Enterprise Act 2002: Complementary legislation to Competition Act, dealing with market regulation and business practices

Misrepresentation Act 1967: Legislation governing warranties, representations, and statements made during contract formation

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce and online business transactions

Export Control Order 2008: Legislation controlling international technology transfer and licensing across borders

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

Industry-Specific Regulations: Sector-specific regulations that may apply depending on the subject matter (e.g., financial services, healthcare, telecommunications)

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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