Right To License Template for New Zealand

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Key Requirements PROMPT example:

Right To License

"I need a Right to License agreement for my software company based in Auckland to license our project management software to a distributor in Australia, with the license term starting from March 1, 2025, including provisions for regular software updates and technical support."

Document background
The Right to License agreement is a critical legal instrument used in New Zealand business transactions where one party wishes to grant another the right to use specific intellectual property or proprietary assets while maintaining ownership. This document is essential when companies or individuals need to formalize licensing arrangements for technology, software, patents, trademarks, or other intellectual property rights. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Copyright Act 1994, and other relevant legislation. It typically includes detailed provisions on license scope, territory, duration, payment terms, quality control, and compliance requirements. The Right to License agreement is particularly relevant in scenarios where businesses seek to expand their market reach through strategic partnerships or monetize their intellectual property without transferring ownership.
Suggested Sections

1. Parties: Identifies and defines the Licensor and Licensee with their full legal names and addresses

2. Background: Explains the context of the agreement, including the nature of the intellectual property and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

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

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

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

7. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed rights

8. Licensor Obligations: Defines the licensor's ongoing responsibilities and support obligations

9. Intellectual Property Protection: Addresses IP ownership, protection measures, and handling of infringement

10. Warranties and Representations: States the warranties provided by each party regarding their rights and capabilities

11. Liability and Indemnification: Outlines liability limitations and indemnification obligations

12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Quality Control: Required when the license involves products or services that need to maintain certain quality standards

2. Sub-licensing Rights: Include when the licensee may need to grant sub-licenses to third parties

3. Marketing and Promotion: Necessary when the agreement includes terms about how the licensed property can be marketed

4. Audit Rights: Include when the licensor needs the right to audit the licensee's use of the licensed property or royalty calculations

5. Confidentiality: Required when sensitive information will be shared between parties

6. Development Obligations: Include when the licensee has obligations to develop or improve the licensed property

7. Export Control: Necessary when the license involves international use or cross-border activities

8. Source Code Escrow: Include for software licenses where source code access might be needed under certain conditions

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed

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 the licensed property

4. Schedule 4 - Service Level Agreement: Details of support and maintenance services if applicable

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

6. Appendix A - Approved Use Guidelines: Guidelines and restrictions for using the licensed property

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

8. Appendix C - Territory Map: Geographic boundaries of the license if territorially restricted

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 and Software

Media and Entertainment

Manufacturing

Pharmaceuticals and Biotechnology

Research and Development

Consumer Products

Education and Training

Telecommunications

Creative Industries

Professional Services

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Research and Development

Compliance

Executive Leadership

Innovation

Product Development

Technology Transfer

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Commercial Director

Chief Technology Officer

Research and Development Director

Contract Manager

Compliance Officer

Chief Executive Officer

Innovation Manager

Product Development Manager

Technology Transfer Officer

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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