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IP Licence Agreement

IP Licence Agreement Template for New Zealand

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Key Requirements PROMPT example:

IP Licence Agreement

"I need an IP License Agreement for licensing our company's software patent and related technology to a manufacturer in Australia, with an exclusive territory arrangement and royalty-based payment structure starting from March 2025."

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Document background
An IP License Agreement is a crucial legal document used when one party wishes to grant another party rights to use their intellectual property while maintaining ownership. This agreement type is essential in New Zealand's business environment, particularly for technology transfers, brand licensing, and research commercialization. The document must comply with New Zealand's IP legislation framework, including the Patents Act 2013, Trade Marks Act 2002, and Copyright Act 1994. It typically includes detailed provisions about the scope of rights granted, territorial restrictions, quality control measures, payment terms, and compliance requirements. This agreement is particularly important in protecting both the licensor's IP rights and the licensee's interests while ensuring clear parameters for the authorized use of the intellectual property.
Suggested Sections

1. Parties: Identification of the licensor and licensee with full legal names and addresses

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

3. Definitions: Defined terms used throughout the agreement, including specific IP definitions

4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses

5. License Fees and Payment Terms: Financial terms, including royalties, payment schedule, and reporting requirements

6. Protection of IP Rights: Obligations regarding IP protection, infringement notification, and enforcement

7. Quality Control: Standards for using the IP and quality assurance requirements

8. Representations and Warranties: Statements about IP ownership, right to license, and non-infringement

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Confidentiality: Protection of confidential information exchanged during the license relationship

11. General Provisions: Standard contract clauses including governing law, disputes, and notices

Optional Sections

1. Technical Support and Maintenance: Include when the licensed IP requires ongoing support or maintenance

2. Sub-licensing Rights: Include when the licensee is permitted to sub-license the IP to third parties

3. Development and Improvements: Include when parties may develop improvements to the licensed IP

4. Source Code Escrow: Include for software licenses where source code protection is needed

5. Training and Documentation: Include when the license requires transfer of technical knowledge

6. Marketing and Promotion: Include when the agreement covers trademark usage in marketing

7. Export Control: Include when the IP is subject to export control regulations

8. Data Protection: Include when the license involves processing personal data

9. Audit Rights: Include when licensor requires right to audit licensee's use of IP

Suggested Schedules

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

2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods

3. Schedule 3 - Technical Specifications: Technical details and requirements for using the licensed IP

4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

6. Schedule 6 - Territory: Detailed description of geographical territories covered by the license

7. Appendix A - Brand Guidelines: Guidelines for using licensed trademarks and branding

8. Appendix B - Reporting Templates: Standard forms for required periodic reports

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Initial Term
Intellectual Property
IP Rights
License
Licensed Products
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Permitted Purpose
Registered IP
Renewal Term
Royalties
Specified IP
Technical Information
Term
Third Party
Trademark Guidelines
Trademarks
Trade Secrets
Unregistered IP
Working Day
Year
Background IP
Derivative Works
Documentation
Intellectual Property Rights
Know-How
Quality Standards
Reporting Period
Source Code
Sub-license
Technical Support
Termination Date
Use
Business Hours
Exclusive Territory
Force Majeure Event
Gross Revenue
Implementation Period
Related Company
Clauses
Grant of License
License Scope
Territory
Exclusivity
Sub-licensing
Royalties
Payment Terms
Quality Control
Intellectual Property Rights
IP Protection
IP Ownership
Improvements
Technical Support
Confidentiality
Term and Termination
Representations and Warranties
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Compliance
Force Majeure
Assignment
Non-Competition
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Further Assurance
Counterparts
Survival
Export Control
Data Protection
Insurance
Performance Obligations
Marketing and Promotion
Reporting Requirements
Relevant Industries

Technology

Software Development

Pharmaceuticals

Biotechnology

Manufacturing

Research and Development

Entertainment

Media

Consumer Goods

Education

Healthcare

Telecommunications

Fashion and Retail

Automotive

Agriculture

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Technology Transfer

Innovation

Compliance

Product Development

Operations

Relevant Roles

Chief Legal Officer

Intellectual Property Lawyer

Legal Counsel

Licensing Manager

Commercial Director

Research Director

Business Development Manager

Technology Transfer Officer

IP Portfolio Manager

Contract Manager

Chief Technology Officer

Innovation Manager

General Counsel

Patent Attorney

Trademark Attorney

Industries
Patents Act 2013: Governs patent rights in New Zealand, including licensing of patent rights and registration requirements
Trade Marks Act 2002: Regulates trademark protection and licensing in New Zealand, including requirements for trademark licenses
Copyright Act 1994: Covers copyright protection and licensing, including moral rights and transfer of copyright interests
Contract and Commercial Law Act 2017: Provides the general framework for contract formation, enforcement, and remedies in New Zealand
Commerce Act 1986: Contains competition law provisions that may affect licensing terms, particularly regarding restrictive trade practices
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading conduct in trade, affecting how licenses can be marketed and negotiated
Designs Act 1953: Governs the protection and licensing of industrial designs in New Zealand
Plant Variety Rights Act 1987: Regulates the protection and licensing of new plant varieties, if relevant to the IP being licensed
Electronic Transactions Act 2002: Relevant for electronic execution and management of license agreements
Personal Property Securities Act 1999: May be relevant if the IP license is used as security or involves security interests
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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