Licensing Agreement Template for India

The Licensing Agreement serves as a critical legal instrument in Indian business operations, enabling intellectual property owners to monetize their assets while maintaining control over their usage. This document is essential when one party wishes to grant another the right to use, manufacture, sell, or distribute products or services involving protected intellectual property, whether patents, trademarks, copyrights, or trade secrets. Governed by Indian law, it must comply with various regulations including the Indian Contract Act 1872 and relevant IP legislation. The agreement typically includes detailed provisions on licensing scope, territorial restrictions, quality control, royalty calculations, and compliance requirements. It's particularly vital in sectors involving technology transfer, brand licensing, or copyright exploitation, and requires careful consideration of both commercial and legal aspects to ensure effective protection of intellectual property rights while facilitating business growth.

1. Parties: Identifies and provides full details of the licensor and licensee, including registered addresses and company registration numbers

2. Background: Explains the context of the agreement, including the nature of the intellectual property and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Grant of License: Specifies the exact rights being granted, including scope, territory, and whether exclusive or non-exclusive

5. Term and Termination: Details the duration of the license and circumstances under which it can be terminated

6. License Fees and Payment Terms: Specifies the licensing fees, royalties, payment schedule, and payment methods

7. Intellectual Property Rights: Confirms ownership of IP and handles any improvements or modifications

8. Obligations of the Licensor: Lists the licensor's duties including technical support, maintenance, and updates if applicable

9. Obligations of the Licensee: Details the licensee's responsibilities including usage restrictions and quality control

10. Representations and Warranties: Contains standard warranties about IP ownership and right to license

11. Confidentiality: Protects confidential information exchanged during the license period

12. Indemnification: Sets out mutual indemnification obligations for breach of agreement or third-party claims

13. Governing Law and Jurisdiction: Specifies Indian law as governing law and determines jurisdiction for dispute resolution

14. Boilerplate Clauses: Standard clauses including force majeure, notices, assignment, and entire agreement