Technology License Agreement Template for India

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Key Requirements PROMPT example:

Technology License Agreement

"I need a Technology License Agreement for licensing our proprietary machine learning software to manufacturing companies in India, with strict usage limitations and quarterly royalty payments based on the number of production lines where the software is implemented."

Document background
The Technology License Agreement serves as a crucial legal instrument for companies engaging in technology transfer within India's jurisdiction. This document is essential when one party wishes to grant another party the right to use its proprietary technology, software, patents, or technical know-how while retaining ownership. It becomes particularly relevant in scenarios involving software licensing, manufacturing technology transfer, or technical collaboration projects. The agreement must comply with Indian intellectual property laws, technology transfer regulations, and foreign exchange rules (especially for international licensing). The document typically includes detailed technical specifications, usage limitations, royalty structures, and protection mechanisms for intellectual property rights. It's particularly important in India's growing technology sector, where both domestic and international technology transfers are increasingly common.
Suggested Sections

1. Parties: Identification of the licensor and licensee with their full legal names, registration details, and addresses

2. Background: Context of the agreement, including brief description of the technology and purpose of the license

3. Definitions: Detailed definitions of technical terms, licensed technology, and other key terms used throughout the agreement

4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses

5. License Fees and Payment Terms: Details of licensing fees, royalties, payment schedule, and payment methods

6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or modifications

7. Confidentiality: Protection of confidential information, trade secrets, and technical know-how

8. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance of the technology

9. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination

10. Post-Termination Obligations: Obligations of parties after agreement termination, including return of materials

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Source Code Escrow: Provisions for source code escrow arrangements, used when source code access might be necessary in specific circumstances

2. Training and Support: Terms for technical support, maintenance, and training if provided by licensor

3. Export Control: Compliance with export control laws, necessary for international licensing

4. Insurance: Requirements for insurance coverage, particularly relevant for high-value or high-risk technologies

5. Data Protection: Specific provisions for handling personal data, required if the technology processes personal information

6. Change Control: Procedures for managing changes to the technology or terms, useful for long-term agreements

7. Audit Rights: Rights to audit usage and compliance, important for usage-based licensing

8. Sub-licensing Rights: Terms for sub-licensing if permitted, including conditions and restrictions

Suggested Schedules

1. Schedule A - Technical Specifications: Detailed technical specifications of the licensed technology

2. Schedule B - License Fees and Royalty Calculations: Detailed breakdown of fees, royalty rates, and calculation methods

3. Schedule C - Service Level Agreement: Performance standards and metrics for the technology

4. Schedule D - Implementation Timeline: Milestones and deadlines for technology implementation

5. Schedule E - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Schedule F - Security Requirements: Specific security protocols and requirements for the technology

7. Appendix 1 - Acceptance Testing Procedures: Procedures and criteria for acceptance testing of the technology

8. Appendix 2 - Support and Maintenance Terms: Detailed terms for ongoing support and maintenance services

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

Information Technology

Software Development

Manufacturing

Telecommunications

Healthcare Technology

Biotechnology

Automotive

Aerospace

Financial Services

Educational Technology

Clean Technology

Industrial Automation

Consumer Electronics

Digital Media

Research and Development

Relevant Teams

Legal

Information Technology

Research and Development

Intellectual Property

Business Development

Compliance

Technical Operations

Innovation

Commercial Operations

Product Development

Relevant Roles

Chief Technology Officer

Legal Counsel

IP Rights Manager

Technology Transfer Officer

Licensing Manager

Business Development Director

Chief Information Officer

Head of Research and Development

Commercial Director

Compliance Officer

Technical Program Manager

Innovation Director

Patent Attorney

Chief Legal Officer

Technology Commercialization Manager

Industries
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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