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License Termination

License Termination Template for New Zealand

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Key Requirements PROMPT example:

License Termination

"I need a License Termination agreement for a software development license with immediate effect from January 15, 2025, including strict confidentiality provisions and requirements for the immediate deletion of all source code."

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Document background
The License Termination agreement is essential when parties wish to formally end their existing licensing arrangement in New Zealand. It's commonly used when a license period naturally expires, when parties mutually agree to end the arrangement early, or when one party exercises their right to terminate under the original agreement. The document addresses crucial aspects such as the effective termination date, handling of licensed materials, outstanding payments, and ongoing obligations. It ensures compliance with New Zealand's Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant intellectual property legislation. This agreement is particularly important for protecting both parties' interests and providing a clear framework for unwinding the licensing relationship while minimizing potential disputes.
Suggested Sections

1. Parties: Identification of all parties to the termination agreement, including full legal names and addresses

2. Background: Context of the original license agreement, including date of execution, brief description of subject matter, and reason for termination

3. Definitions: Definitions of key terms used in the termination agreement, including any terms carried over from the original license agreement

4. Termination Date: Clear specification of when the termination takes effect

5. Termination Terms: Core terms of the termination, including mutual agreement to terminate or grounds for termination

6. Return of Materials: Requirements for returning or destroying licensed materials, documentation, and confidential information

7. Cessation of Use: Obligations to stop using licensed intellectual property, materials, or services

8. Outstanding Payments: Treatment of any fees, royalties, or payments due up to the termination date

9. Surviving Provisions: Identification of which provisions from the original agreement survive termination

10. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and notices

11. Execution: Signature blocks and execution details

Optional Sections

1. Transition Period: Include when a phased termination is necessary to ensure business continuity

2. Third Party Rights: Include when the termination affects rights granted to or by third parties

3. Post-Termination Restrictions: Include when specific restrictions on future activities are required

4. Mutual Release: Include when parties wish to release each other from future claims

5. Public Announcements: Include when the termination requires coordinated public communication

6. Data Handling: Include when personal or sensitive data processing is involved

7. Employee/Contractor Treatment: Include when termination affects staff or contractor arrangements

8. Insurance and Indemnity: Include when ongoing liability coverage or indemnification is necessary

Suggested Schedules

1. Original License Agreement: Copy or summary of the original license agreement being terminated

2. Inventory of Materials: List of all licensed materials, documentation, or property to be returned or destroyed

3. Outstanding Payments Schedule: Detailed breakdown of any outstanding payments, refunds, or financial adjustments

4. Transition Plan: Detailed timeline and steps for implementing the termination

5. Certification Form: Template for certifying compliance with return/destruction requirements

6. Intellectual Property Register: List of IP rights affected by the termination

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
Original License Agreement
Effective Date
Termination Date
Licensed Material
Licensed Rights
Licensed Technology
Licensed Products
Licensed Territory
Confidential Information
Intellectual Property Rights
Surviving Obligations
Transition Period
Business Day
Force Majeure Event
Governing Law
Notice
Parties
Related Companies
Outstanding Payments
Return Period
Termination Certificate
Authorized Representative
Dispute
Certification Date
Intellectual Property
Documentation
Exit Plan
Termination Obligations
Transition Services
Relevant Industries

Technology

Software

Manufacturing

Pharmaceuticals

Media and Entertainment

Telecommunications

Retail

Healthcare

Biotechnology

Consumer Goods

Professional Services

Education

Research and Development

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Compliance

Operations

Research and Development

Product Development

Information Technology

Procurement

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Licensing Manager

Contract Administrator

Business Development Manager

Chief Technology Officer

Chief Legal Officer

IP Rights Manager

Compliance Officer

General Counsel

Commercial Manager

Operations Director

Product Manager

Research Director

Industries
Contract and Commercial Law Act 2017: Primary legislation governing contract formation, interpretation, and termination in New Zealand. Particularly relevant for the formal requirements of termination notices and the consequences of termination.
Copyright Act 1994: If the license involves copyrighted materials, this Act governs the rights and obligations related to copyright protection and licensing in New Zealand.
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading conduct in trade. Relevant for ensuring the termination process is conducted fairly and transparently.
Consumer Guarantees Act 1993: If the license involves consumer transactions, this Act provides protection for consumer rights and may affect termination procedures.
Disputes Tribunal Act 1988: Relevant for understanding dispute resolution mechanisms if disagreements arise during the termination process.
Companies Act 1993: If either party is a company, this Act governs corporate obligations and authorities in contractual matters including termination.
Patents Act 2013: If the license involves patented technology or innovations, this Act governs the rights and obligations related to patent licensing.
Trade Marks Act 2002: Relevant if the license involves trademark usage, governing the terms and conditions of trademark licensing and termination.
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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