Master License Agreement for United Arab Emirates

Master License Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the terms and conditions under which one party (the licensor) grants another party (the licensee) the right to use specific intellectual property, technology, or proprietary assets. The agreement complies with UAE federal laws, including Federal Law No. 5 of 1985 (Civil Code) and relevant intellectual property legislation, while incorporating necessary provisions for Sharia law compliance. It covers essential elements such as license scope, payment terms, usage rights, restrictions, support services, and dispute resolution mechanisms specific to the UAE legal framework.

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What is a Master License Agreement?

The Master License Agreement serves as a foundational document for businesses operating in the UAE who wish to grant or receive rights to use intellectual property, technology, or other proprietary assets. This agreement type is particularly crucial in the UAE market, where technology transfer and licensing arrangements must navigate both international commercial practices and local legal requirements. The Master License Agreement establishes the overarching framework for the licensing relationship, including comprehensive terms for usage rights, restrictions, compliance with UAE federal laws, and consideration of Sharia principles. It provides flexibility for multiple transactions under a single framework while ensuring proper protection for both parties' interests and compliance with UAE regulatory requirements. The agreement typically forms the basis for subsequent transaction-specific documents and is especially relevant for companies engaging in long-term licensing relationships within the UAE market.

What sections should be included in a Master License Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

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

4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses

5. License Fees and Payment Terms: Financial terms, payment schedules, and calculation of royalties

6. Intellectual Property Rights: Ownership and protection of IP rights, including improvements and modifications

7. Obligations of the Licensor: Licensor's responsibilities including support, maintenance, and updates

8. Obligations of the Licensee: Licensee's responsibilities including usage restrictions and reporting requirements

9. Term and Termination: Duration of agreement, renewal terms, and termination circumstances

10. Confidentiality: Protection of confidential information and trade secrets

11. Warranties and Representations: Parties' warranties regarding authority, IP ownership, and performance

12. Limitation of Liability: Limits on parties' liability and exclusions of certain types of damages

13. Indemnification: Mutual or unilateral indemnification obligations

14. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including assignment, notices, and amendments

What sections are optional to include in a Master License Agreement?

1. Sublicensing Rights: Include when licensee is permitted to sublicense to third parties

2. Quality Control: Include for trademark licenses or when product quality standards must be maintained

3. Source Code Escrow: Include for software licenses where source code access may be required

4. Export Control: Include when licensed items are subject to export regulations

5. Data Protection: Include when personal data processing is involved

6. Training and Support: Include when ongoing technical support or training is part of the arrangement

7. Insurance Requirements: Include when specific insurance coverage is required

8. Change Control: Include when formal processes for changes to licensed materials are needed

9. Audit Rights: Include when verification of usage or royalty calculations is required

What schedules should be included in a Master License Agreement?

1. Schedule 1 - Licensed Materials: Detailed description of licensed intellectual property or technology

2. Schedule 2 - Technical Specifications: Technical requirements and performance specifications

3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms

4. Schedule 4 - Service Levels: Performance metrics and service level requirements

5. Schedule 5 - Support and Maintenance: Details of support services and maintenance obligations

6. Appendix A - Approved Sublicensees: List of approved sublicensees if sublicensing is permitted

7. Appendix B - Territory Definition: Detailed description of licensed territory

8. Appendix C - Compliance Requirements: Specific compliance requirements under UAE law

9. Appendix D - Required Notices: Format and content of required notices and reports

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

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Manufacturing

Telecommunications

Healthcare

Financial Services

Media and Entertainment

Pharmaceutical

Education

Retail and Consumer Goods

Professional Services

Energy and Utilities

Defense and Security

Relevant Teams

Legal

Commercial

Intellectual Property

Business Development

Finance

Technology

Compliance

Risk Management

Operations

Product Development

Strategy

Procurement

Relevant Roles

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Commercial Director

Business Development Manager

Chief Technology Officer

Licensing Manager

Contracts Manager

Compliance Officer

Chief Financial Officer

Technology Transfer Officer

Partnership Manager

Product Manager

Innovation Director

Risk Manager

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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