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Licensing Agreement

Licensing Agreement Template for New Zealand

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Key Requirements PROMPT example:

Licensing Agreement

"I need a Licensing Agreement for my software company to license our proprietary accounting software to business customers in New Zealand and Australia, with the agreement to commence from March 1, 2025, including provisions for technical support and source code escrow."

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Document background
The Licensing Agreement is a crucial commercial document used in New Zealand when one party wishes to grant another party the right to use specific intellectual property while retaining ownership. This document is essential for businesses seeking to monetize their intellectual property assets or access protected IP for commercial purposes. The agreement must comply with New Zealand's legal framework, including the Copyright Act 1994, Patents Act 2013, and Fair Trading Act 1986. It typically includes detailed provisions on license scope, territory restrictions, royalty calculations, quality control measures, and termination rights. This type of agreement is particularly valuable for technology transfers, brand licensing, software distribution, and other commercial arrangements where intellectual property rights need to be formally licensed while maintaining proper control and protection.
Suggested Sections

1. Parties: Identifies and provides details of the licensor and licensee

2. Background: Sets out the context of the agreement, including ownership of the intellectual property and purpose of the license

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the rights being granted, including scope, territory, and exclusivity

5. Term and Termination: Details the duration of the license and circumstances for termination

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

7. Intellectual Property Rights: Confirms ownership and protection of the licensed IP

8. Licensee Obligations: Sets out the licensee's responsibilities and restrictions

9. Warranties and Representations: Contains warranties about IP ownership and right to license

10. Indemnification: Covers IP infringement claims and other liability provisions

11. Confidentiality: Protects confidential information exchanged during the license relationship

12. General Provisions: Includes standard boilerplate clauses like governing law, notices, and assignment

Optional Sections

1. Quality Control: Required for trademark licenses to maintain brand standards

2. Source Code Escrow: For software licenses where source code access might be needed

3. Performance Requirements: Sets minimum performance or sales targets for exclusive licenses

4. Improvements and Modifications: Addresses ownership and rights to improvements made to the licensed IP

5. Sub-licensing Rights: Included when sub-licensing is permitted

6. Training and Support: Details any technical support or training obligations

7. Insurance Requirements: Specifies required insurance coverage for high-risk licenses

8. Export Control: For licenses involving international trade or restricted technologies

Suggested Schedules

1. Schedule 1: Licensed Intellectual Property: Detailed description of the IP being licensed

2. Schedule 2: Territory: Defines the geographical scope of the license

3. Schedule 3: License Fees and Royalties: Detailed breakdown of payment terms and calculations

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

5. Schedule 5: Quality Standards: Specific quality requirements and testing procedures

6. Schedule 6: Reporting Requirements: Templates and requirements for periodic reports

7. Appendix A: Approved Form of Sub-license: Template for permitted sub-licensing arrangements

8. Appendix B: Service Level Agreement: Details 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Grant of License
Territory
Exclusivity
Term and Duration
Renewal
Payment and Royalties
Reporting and Auditing
Intellectual Property Rights
Quality Control
Performance Obligations
Sub-licensing
Technical Support
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Assignment
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Non-Competition
Amendments
Notices
Entire Agreement
Severability
Waiver
Further Assurance
Relationship of Parties
Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals and Healthcare

Media and Entertainment

Consumer Goods

Research and Development

Education

Telecommunications

Biotechnology

Retail

Agriculture

Fashion and Apparel

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Compliance

Finance

Product Development

Innovation

Brand Management

Technical Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Licensing Manager

Business Development Manager

Chief Technology Officer

Research Director

Compliance Officer

Contract Manager

Chief Executive Officer

Innovation Manager

Brand Manager

Product Development Manager

Industries
Copyright Act 1994: Governs copyright protection, duration, and permissible uses of copyrighted works, essential for defining the scope of licensed intellectual property
Fair Trading Act 1986: Ensures fair trading practices and prevents misleading conduct in commercial transactions, including licensing arrangements
Contract and Commercial Law Act 2017: Provides the fundamental legal framework for contract formation, interpretation, and enforcement in New Zealand
Patents Act 2013: Relevant if the license involves patented innovations, governing patent rights and their commercial exploitation
Trade Marks Act 2002: Applies if the license involves trademark usage, protecting registered marks and governing their licensed use
Personal Property Securities Act 1999: Important if the license agreement creates security interests in intellectual property or other personal property
Commerce Act 1986: Ensures licensing terms don't breach competition laws or create anti-competitive arrangements
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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