Perpetual License Agreement Template for India

The Perpetual License Agreement is essential for businesses seeking to establish long-term licensing relationships under Indian jurisdiction. It is particularly relevant when a licensor wishes to grant permanent usage rights to their intellectual property, software, or technology in exchange for a one-time fee or structured payments. The agreement becomes necessary when parties need a permanent arrangement rather than a subscription or time-limited license. It typically includes detailed provisions for usage rights, territorial restrictions, technical specifications, and support terms, all while ensuring compliance with Indian legislative requirements including the IT Act 2000, Copyright Act 1957, and Contract Act 1872. This type of agreement is commonly used in software licensing, technology transfers, and intellectual property commercialization within the Indian market.

1. Parties: Identifies and defines the Licensor and Licensee with their complete legal details

2. Background: Sets out the context of the agreement, including brief description of the licensed product/technology and parties' intentions

3. Definitions: Defines key terms used throughout the agreement including 'Licensed Product', 'Intellectual Property Rights', 'Territory', etc.

4. Grant of License: Specifies the scope, nature, and territory of the perpetual license being granted

5. License Fees: Details the one-time or installment-based payment structure for the perpetual license

6. Intellectual Property Rights: Confirms ownership of IP rights and specifies restrictions on use

7. Licensee Obligations: Lists the responsibilities and obligations of the Licensee in using the licensed product

8. Warranties and Representations: States the warranties provided by both parties, especially regarding IP ownership and product functionality

9. Limitation of Liability: Sets out the extent and limitations of each party's liability

10. Confidentiality: Defines confidential information and obligations regarding its protection

11. Term and Termination: Despite being perpetual, specifies conditions for termination in case of breach

12. Post-Termination Obligations: Outlines obligations and rights of parties after termination

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

14. General Provisions: Includes standard boilerplate clauses like notices, entire agreement, amendments, etc.