Model License Agreement Template for Nigeria

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Key Requirements PROMPT example:

Model License Agreement

"I need a Model License Agreement for a Nigerian software company licensing its fintech platform to banks across West Africa, with the agreement starting March 2025 and including provisions for technical support and source code escrow."

Document background
The Model License Agreement serves as a standardized template for licensing transactions under Nigerian law, designed to facilitate the transfer or permitted use of intellectual property rights, technology, or other proprietary assets. This document is particularly valuable when parties need to establish clear terms for licensing arrangements while ensuring compliance with Nigerian regulatory requirements, including NOTAP registration where applicable. It can be customized for various types of licenses including patents, trademarks, copyright, technology transfer, and software licensing. The agreement incorporates necessary provisions to address both domestic and international licensing relationships, making it suitable for transactions between Nigerian entities as well as cross-border arrangements. The structure reflects current best practices in Nigerian commercial law while maintaining flexibility to accommodate specific licensing needs across different industries.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement, description of the licensed property, and parties' objectives

3. Definitions: Defined terms used throughout the agreement

4. Grant of License: Core license grant including scope, territory, and exclusivity terms

5. License Restrictions: Specific limitations on the use of licensed property

6. Payment Terms: License fees, royalties, payment schedule, and calculation methods

7. Protection of IP Rights: Provisions for maintaining and protecting the licensed IP

8. Quality Control: Standards and requirements for use of licensed property

9. Representations and Warranties: Parties' assurances regarding authority, IP ownership, and non-infringement

10. Term and Termination: Duration of agreement and termination provisions

11. Post-Termination Obligations: Parties' duties after agreement ends

12. Confidentiality: Protection of confidential information exchanged

13. Indemnification: Parties' obligations to protect each other from third-party claims

14. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses adapted for Nigerian law

Optional Sections

1. Improvements: For technology licenses: handling of improvements and modifications to licensed technology

2. Sub-licensing Rights: Include when licensee is permitted to sub-license

3. Technical Support: For complex technology licenses: support and maintenance terms

4. Training: When licensor must provide training for proper use of licensed property

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

6. Source Code Escrow: For software licenses: provisions for source code protection

7. Performance Targets: When license includes minimum performance requirements

8. Marketing and Promotion: For trademark/brand licenses: marketing requirements and restrictions

9. NOTAP Compliance: Required for technology transfer agreements subject to NOTAP registration

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of licensed IP, including registration numbers

2. Schedule 2 - Territory: Detailed description of geographic scope of license

3. Schedule 3 - Payment Terms: Detailed royalty calculations, payment schedules, and reporting requirements

4. Schedule 4 - Technical Specifications: Technical details of licensed technology or products

5. Schedule 5 - Quality Standards: Detailed quality control requirements and procedures

6. Schedule 6 - Approved Sub-contractors: List of approved sub-contractors or manufacturers if applicable

7. Appendix A - Brand Guidelines: For trademark licenses: detailed usage guidelines

8. Appendix B - Support Services: Detailed description of support services if included

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

Technology

Manufacturing

Pharmaceuticals

Software

Entertainment

Media

Telecommunications

Consumer Goods

Industrial Products

Agriculture

Education

Healthcare

Energy

Mining

Financial Services

Retail

Automotive

Chemical

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Compliance

Operations

Technology Transfer

Innovation

Contracts

Partnerships

Executive Leadership

International Business

Relevant Roles

Legal Counsel

IP Manager

Commercial Director

Business Development Manager

Licensing Manager

Contract Manager

Chief Technology Officer

Research Director

Innovation Manager

General Counsel

Compliance Officer

Chief Executive Officer

Operations Director

Technology Transfer Officer

IP Lawyer

Commercial Manager

Partnership 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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