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IP License Agreement

IP License Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

IP License Agreement

"I need an IP License Agreement for licensing our proprietary software technology to a UAE-based distributor, with exclusive rights for the UAE market and a 5-year term starting January 2025, including provisions for technical support and software updates."

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Document background
The IP License Agreement is a crucial document used when one party (licensor) wants to grant another party (licensee) the right to use their intellectual property while retaining ownership. This agreement type is particularly important in the UAE's rapidly growing innovation and technology sectors, where IP protection is governed by a comprehensive legal framework including federal laws on copyright, trademarks, and industrial property. The document should be used whenever there's a need to formally license patents, trademarks, copyrights, or trade secrets in the UAE. It includes essential provisions for license scope, territory restrictions, quality control, payment terms, and compliance with UAE IP laws. The agreement must be carefully structured to ensure enforceability under UAE law while protecting both parties' interests and maintaining compliance with international IP conventions.
Suggested Sections

1. Parties: Identification of the licensor and licensee with full legal names and addresses as per UAE requirements

2. Background: Context of the agreement and brief description of the intellectual property being licensed

3. Definitions: Detailed definitions of terms used throughout the agreement, including specific IP-related terminology

4. Grant of License: Specific details of the license being granted, including scope, territory, and whether exclusive or non-exclusive

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

6. License Fees and Payment Terms: Detailed payment structure, including royalties, payment schedule, and calculation methods

7. IP Ownership and Protection: Clear statement of IP ownership and obligations regarding IP protection and enforcement

8. Quality Control: Standards and requirements for maintaining quality in the use of the licensed IP

9. Confidentiality: Provisions for protecting confidential information exchanged during the license period

10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

13. General Provisions: Standard clauses including force majeure, notices, and amendment procedures

Optional Sections

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

2. Technology Transfer: Required when the license includes transfer of technical knowledge or know-how

3. Training and Support: Include when licensor will provide technical training or ongoing support

4. Export Control: Necessary when licensed IP may be subject to export restrictions

5. Source Code Escrow: Include for software licensing agreements where source code protection is needed

6. Moral Rights: Required for copyright licenses where moral rights are relevant

7. Competition Law Compliance: Include when license terms might affect market competition

8. Islamic Law Compliance: Include specific provisions to ensure compliance with Sharia law if required

Suggested Schedules

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

2. Schedule B - Technical Specifications: Technical details and requirements for the licensed IP

3. Schedule C - Quality Control Standards: Specific quality standards and monitoring procedures

4. Schedule D - Royalty Calculations: Detailed methodology for calculating royalties and other payments

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

6. Schedule F - Territory Description: Detailed description of the geographic territory covered by the license

7. Appendix 1 - Brand Guidelines: Guidelines for proper use of licensed trademarks or brands

8. Appendix 2 - Reporting Templates: Standard forms for required periodic reports and royalty calculations

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
Definitions
Grant of License
License Scope
Territory Restrictions
Exclusivity
Payment Terms
Royalties
Quality Control
Performance Obligations
Technical Support
Intellectual Property Protection
Confidentiality
Term and Duration
Termination
Warranties
Indemnification
Liability
Force Majeure
Assignment
Sub-licensing
Dispute Resolution
Governing Law
Reporting Requirements
Audit Rights
Compliance
Records and Inspection
Improvements
Non-Competition
Insurance
Notices
Entire Agreement
Severability
Amendment
Waiver
Relationship of Parties
Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Media and Entertainment

Fashion and Luxury Goods

Research and Development

Telecommunications

Healthcare

Education

Automotive

Consumer Goods

Biotechnology

Financial Services

Retail

Relevant Teams

Legal

Intellectual Property

Research and Development

Commercial

Business Development

Compliance

Technology

Innovation

Product Development

Strategy

Finance

Operations

Relevant Roles

Chief Legal Officer

IP Counsel

Legal Director

Commercial Director

Licensing Manager

Chief Technology Officer

Research & Development Director

Business Development Manager

Contract Manager

Compliance Officer

Technology Transfer Officer

Innovation Director

Patent Attorney

General Counsel

Chief Executive Officer

Industries
Federal Law No. 7 of 2002 on Copyrights and Neighboring Rights: Governs copyright protection, including literary, artistic, and scientific works, and specifies the rights of authors and licensing provisions
Federal Law No. 37 of 1992 on Trademarks: Regulates trademark registration, protection, and licensing in the UAE, including provisions for trademark assignments and licenses
Federal Law No. 31 of 2006 on Industrial Property: Covers patents, industrial designs, and trade secrets, including provisions for their protection and licensing
UAE Civil Code (Federal Law No. 5 of 1985): Provides the general framework for contracts, including formation, validity, and enforcement of contractual obligations
Federal Law No. 18 of 1993 on Commercial Transactions: Governs commercial dealings and transactions, including provisions relevant to commercial licensing agreements
Paris Convention for the Protection of Industrial Property: International treaty that UAE is party to, providing framework for industrial property protection including patents and trademarks
TRIPS Agreement: UAE is bound by the WTO's Agreement on Trade-Related Aspects of Intellectual Property Rights, setting minimum standards for IP protection
Federal Law No. 17 of 2002 on Industrial Regulation and Protection of Patents: Specific regulations regarding patent protection and industrial property rights, including licensing provisions
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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