Non Exclusive Perpetual Licence Template for England and Wales

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Key Requirements PROMPT example:

Non Exclusive Perpetual Licence

"I need a Non Exclusive Perpetual Licence for our company's software API, allowing multiple third-party developers to integrate with our platform while ensuring we maintain control over usage and technical requirements."

Document background
The Non-Exclusive Perpetual Licence is designed for situations where ongoing, permanent rights to use intellectual property are required, but the owner wishes to retain the ability to license the same rights to others. This document, governed by English and Welsh law, is commonly used in technology licensing, content distribution, and industrial applications. It defines the scope of permitted use, any territorial restrictions, quality control requirements, and payment terms. The agreement provides certainty for long-term business planning while protecting the licensor's intellectual property rights and ability to generate multiple revenue streams.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence granted, including non-exclusive and perpetual nature

5. Licensed Material: Detailed description of what is being licensed

6. Term and Termination: Duration (perpetual) and any termination provisions for breach

7. Payment Terms: Fees, royalties, and payment schedules

8. Warranties and Indemnities: Legal guarantees and protection provisions

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

Optional Sections

1. Quality Control: Standards and requirements for using licensed material

2. Sub-licensing Rights: Rights and restrictions regarding sub-licensing to third parties

3. Territory Restrictions: Geographical limitations on usage of licensed material

4. Reporting Requirements: Obligations to report usage or sales statistics

Suggested Schedules

1. Schedule 1: Licensed Material: Detailed specification of the intellectual property being licensed

2. Schedule 2: Technical Requirements: Technical specifications and requirements for usage

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

4. Schedule 4: Usage Guidelines: Specific guidelines and restrictions for using the licensed material

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 UK legislation governing intellectual property rights, defining what can be licensed and establishing moral rights protections

Contracts (Rights of Third Parties) Act 1999: Legislation determining how and when third parties may enforce terms of a contract, including licence agreements

Consumer Rights Act 2015: Legislation protecting consumer rights and regulating unfair terms in contracts, applicable if the licence might be used with consumers

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data, relevant if the licensed material involves personal data

Contract Law Fundamentals: Common law principles covering offer, acceptance, consideration, intention to create legal relations, and certainty of terms

Equitable Principles: Legal principles of good faith and fair dealing that may affect the interpretation and enforcement of the licence

Berne Convention: International treaty governing copyright protection across multiple jurisdictions

TRIPS Agreement: International agreement setting minimum standards for intellectual property regulation in international trade

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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