Standard License Agreement Template for New Zealand

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Key Requirements PROMPT example:

Standard License Agreement

"I need a Standard License Agreement for software distribution in New Zealand, where my company will license our AI-powered analytics software to enterprise customers, with specific provisions for data protection and source code escrow."

Document background
The Standard License Agreement is a fundamental commercial document used in New Zealand business transactions where one party wishes to grant another the right to use their intellectual property, technology, or proprietary assets while maintaining ownership rights. This agreement is essential for businesses and individuals engaged in licensing arrangements, providing a comprehensive framework that covers license grants, payment structures, usage restrictions, and compliance requirements. It is specifically designed to comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant intellectual property legislation. The document is particularly valuable for technology transfers, software licensing, patent licensing, and other commercial licensing arrangements where clear terms and conditions need to be established to protect both parties' interests.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company numbers

2. Background: Context of the agreement, including brief description of the licensed property and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Scope and nature of the license, including whether exclusive or non-exclusive, territory, and permitted uses

5. Term and Termination: Duration of the license, renewal provisions, and circumstances for termination

6. License Fees and Payment: Payment terms, fee structure, payment schedule, and late payment consequences

7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or modifications

8. Obligations of the Licensor: Licensor's responsibilities, including delivery, maintenance, and support obligations

9. Obligations of the Licensee: Licensee's responsibilities, including usage restrictions, reporting requirements, and quality control

10. Warranties and Representations: Warranties provided by both parties regarding rights, authority, and performance

11. Liability and Indemnification: Limitation of liability provisions and indemnification obligations

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

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

Optional Sections

1. Sub-licensing Rights: Include when the licensee is permitted to sub-license the licensed property to third parties

2. Quality Control: Required for trademark licenses or when maintaining specific standards is crucial

3. Source Code Escrow: For software licenses where source code access may be needed under specific circumstances

4. Training and Support: When ongoing technical support or training is part of the license arrangement

5. Export Control: For licenses involving technology or products subject to export regulations

6. Data Protection: When the licensed product involves processing personal data

7. Audit Rights: When the licensor needs rights to audit the licensee's use or royalty calculations

8. Insurance Requirements: When specific insurance coverage is required for the licensed activities

9. Change Control: For licenses requiring formal processes for changes or modifications

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property, including technical specifications

2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, royalty calculations, and payment terms

3. Schedule 3 - Technical Requirements: Technical specifications, performance requirements, or quality standards

4. Schedule 4 - Service Levels: Service level agreements and support requirements if applicable

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed property

7. Appendix B - Reporting Templates: Standard forms for required reporting under the agreement

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

Software

Manufacturing

Media and Entertainment

Healthcare

Biotechnology

Education

Retail

Professional Services

Research and Development

Telecommunications

Consumer Goods

Industrial Products

Creative Industries

Relevant Teams

Legal

Commercial

Intellectual Property

Business Development

Licensing

Operations

Technology

Compliance

Research and Development

Product Management

Relevant Roles

Legal Counsel

Commercial Director

Licensing Manager

Intellectual Property Manager

Business Development Manager

Contract Manager

Chief Technology Officer

Chief Legal Officer

Commercial Manager

Technology Transfer Officer

Patent Attorney

Corporate Lawyer

Operations Manager

Product Manager

Compliance Officer

Industries
Contract and Commercial Law Act 2017: This is the primary legislation governing contract formation, interpretation, and enforcement in New Zealand. It provides the fundamental framework for commercial agreements including licensing arrangements.
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading or deceptive conduct in trade. Important for licensing terms and conditions, especially regarding representations about the licensed product or service.
Consumer Guarantees Act 1993: Provides statutory guarantees for goods and services supplied to consumers, which may affect licensing agreements involving consumer products or services.
Copyright Act 1994: Governs intellectual property rights related to copyrightable works, essential for defining the scope of licensed materials and permitted uses.
Patents Act 2013: Relevant if the license agreement involves patented technology or inventions, governing the rights and limitations of patent licensing.
Privacy Act 2020: Important for license agreements that involve the collection, use, or storage of personal information of users or customers.
Electronic Transactions Act 2002: Governs electronic transactions and digital signatures, particularly relevant for digital licensing agreements or online delivery of licensed content.
Disputes Tribunal Act 1988: Provides a framework for resolving disputes in New Zealand, relevant for dispute resolution clauses in license agreements.
Commerce Act 1986: Regulates anti-competitive behavior and may affect exclusive licensing arrangements or territorial restrictions in licenses.
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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