IP License Agreement Template for Nigeria

The IP License Agreement is a crucial document used when one party wishes to grant another party the right to use their intellectual property while retaining ownership. Under Nigerian law, such agreements must comply with specific requirements, particularly registration with NOTAP for technology transfer arrangements. This document is essential for businesses seeking to monetize their IP assets or access needed technology in Nigeria, covering various types of intellectual property including patents, trademarks, copyrights, and trade secrets. It's particularly important in sectors involving technology transfer or significant IP rights, and must be carefully structured to address both commercial needs and regulatory compliance. The agreement typically includes detailed provisions on usage rights, quality control, payment terms, and protection mechanisms, while ensuring alignment with Nigerian IP laws and competition regulations.

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

2. Background: Context of the agreement, description of the IP being licensed, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP definitions

4. Grant of License: Scope of the license, including territory, exclusivity, and field of use

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

6. Payment Terms: License fees, royalties, payment schedule, and reporting requirements

7. IP Protection and Maintenance: Obligations regarding IP protection, maintenance of registrations, and handling of infringement

8. Quality Control: Standards and requirements for use of the IP, including approval processes

9. Representations and Warranties: Parties' assertions about IP ownership, right to license, and non-infringement

10. Confidentiality: Protection of confidential information exchanged during the agreement

11. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction for dispute resolution

12. General Provisions: Standard boilerplate clauses including notices, amendment procedures, and severability