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Intellectual Property Licence

Intellectual Property Licence Template for Ireland

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Key Requirements PROMPT example:

Intellectual Property Licence

"I need an Intellectual Property Licence agreement under Irish law for licensing our proprietary software to multiple EU customers, including source code escrow provisions and maintenance terms, with an initial term starting from March 1, 2025."

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Document background
This Intellectual Property Licence template is designed for use under Irish law when one party wishes to grant another party the right to use specific intellectual property assets while retaining ownership. The document is particularly relevant for transactions involving patents, copyrights, trademarks, trade secrets, or other proprietary rights. It incorporates requirements from Irish intellectual property legislation and relevant EU regulations, making it suitable for both domestic and international licensing arrangements. The agreement includes comprehensive provisions for protecting the licensed IP, defining usage rights, establishing payment terms, and ensuring compliance with Irish and EU competition laws. It can be customized based on the type of intellectual property being licensed and specific commercial requirements of the parties involved.
Suggested Sections

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

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

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the license (exclusive/non-exclusive), permitted uses, and territorial restrictions

5. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements

6. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements

7. Confidentiality: Protection of confidential information exchanged during the license period

8. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement

9. Duration and Termination: Term of the license, renewal provisions, and termination circumstances

10. Post-Termination Obligations: Obligations of parties after termination or expiry of the agreement

11. Indemnification: Indemnity provisions for IP infringement claims and breaches

12. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Quality Control: For trademark licenses, provisions for maintaining quality standards of licensed products

2. Source Code Escrow: For software licenses, provisions for source code deposit and release conditions

3. Performance Requirements: Minimum performance or sales targets for licensee, if applicable

4. Sub-licensing Rights: Terms and conditions for sub-licensing, if permitted

5. Export Control: For international licenses, compliance with export control regulations

6. Data Protection: GDPR compliance provisions where personal data processing is involved

7. Competition Law Compliance: Specific provisions ensuring compliance with EU and Irish competition laws

8. Maintenance and Support: For technical IP, terms for ongoing maintenance and technical support

9. Insurance: Requirements for insurance coverage by either party

Suggested Schedules

1. Schedule 1 - Licensed Intellectual Property: Detailed description and specification of the licensed IP

2. Schedule 2 - License Fees and Royalty Calculations: Detailed payment terms, royalty rates, and calculation methods

3. Schedule 3 - Technical Specifications: Technical details, standards, and requirements for the licensed IP

4. Schedule 4 - Quality Control Standards: Specific quality standards and monitoring procedures

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

6. Appendix A - Form of Royalty Report: Template for periodic royalty reporting

7. Appendix B - Support and Maintenance Services: Detailed description of support services and service levels

8. Appendix C - Permitted Uses: Specific examples and limitations of permitted uses of the licensed IP

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Foreground IP
Grant-Back Rights
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patents
Permitted Purpose
Proprietary Information
Renewal Term
Royalties
Source Code
Specifications
Technical Information
Term
Third Party
Trade Marks
Trade Secrets
Working Day
Field of Use
Gross Revenue
Implementation Date
Infringement
License Fees
Maintenance Services
Material Breach
Quality Standards
Reporting Period
Support Services
Technical Support
Technology
Termination Date
Territory
Updates
User Documentation
Clauses
Definitions
Grant of License
Scope of License
License Fees
Royalty Payments
Payment Terms
Intellectual Property Rights
IP Ownership
IP Protection
Confidentiality
Non-Disclosure
Quality Control
Warranties
Representations
Term and Duration
Termination
Sub-Licensing
Assignment
Territory Restrictions
Field of Use Restrictions
Improvements
Technical Support
Maintenance
Audit Rights
Reporting Requirements
Performance Obligations
Non-Competition
Export Control
Data Protection
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Insurance
Notices
Amendment
Entire Agreement
Severability
Third Party Rights
Competition Law Compliance
Change Control
Documentation
Training
Source Code Escrow
Post-Termination Obligations
Relevant Industries

Technology

Software Development

Pharmaceuticals

Biotechnology

Manufacturing

Media and Entertainment

Research and Development

Education

Telecommunications

Consumer Goods

Fashion and Luxury

Automotive

Healthcare

Gaming

Relevant Teams

Legal

Intellectual Property

Research and Development

Commercial

Business Development

Finance

Technical Operations

Compliance

Innovation

Product Development

Relevant Roles

Chief Technology Officer

Intellectual Property Counsel

Legal Director

Commercial Director

Head of Research and Development

Licensing Manager

Patent Attorney

Chief Legal Officer

Business Development Manager

Innovation Director

Chief Executive Officer

Chief Financial Officer

Technology Transfer Officer

IP Portfolio Manager

General Counsel

Industries
Copyright and Related Rights Act 2000: Primary legislation governing copyright protection in Ireland, covering literary, dramatic, musical and artistic works, as well as software and databases
Patents Act 1992 (as amended): Governs the protection of inventions and patent rights in Ireland, including licensing provisions
Trade Marks Act 1996: Regulates trademark protection and licensing in Ireland, including provisions for trademark assignment and licensing
Industrial Designs Act 2001: Controls the protection and exploitation of industrial designs in Ireland
European Communities (Protection of Trade Secrets) Regulations 2018: Implements EU Trade Secrets Directive, protecting confidential business information and know-how
Competition Act 2002: Ensures IP licensing agreements do not contain anti-competitive provisions or abuse dominant market position
EU Regulation 2016/679 (GDPR): Relevant when IP licensing involves processing of personal data or database rights
European Union (Term of Protection of Copyright and Certain Related Rights) (Directive 2011/77/EU) Regulations 2013: Determines the duration of copyright protection for various types of works
Sale of Goods and Supply of Services Act 1980: Relevant for aspects of IP licensing that involve supply of services or goods
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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