Non Exclusive License Agreement Template for the United Arab Emirates
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What is a Non Exclusive License Agreement?
The Non-Exclusive License Agreement is a crucial document used in the United Arab Emirates when a rights holder wishes to grant permission to use their intellectual property while retaining the ability to license the same rights to others. This agreement is particularly relevant in the UAE's growing knowledge economy and is structured to comply with UAE Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 7 of 2002 (Copyright Law), among others. It typically includes detailed provisions on scope of use, territorial restrictions, payment terms, quality control measures, and termination rights. The non-exclusive nature makes it especially suitable for situations where the licensor wants to maximize commercial opportunities while maintaining control over their intellectual property.
About the Non Exclusive License Agreement
A Non Exclusive License Agreement allows you to grant rights to use your intellectual property while retaining the freedom to license the same rights to other parties. Under UAE law, this document serves as a legally binding contract that protects both your interests as a licensor and defines the permitted uses for the licensee, ensuring compliance with local intellectual property regulations.
When do you need this document?
You need this agreement when licensing software, technology, trademarks, or copyrighted materials to multiple parties simultaneously. It's essential for technology companies expanding into the UAE market, content creators licensing their work to local distributors, or patent holders allowing multiple manufacturers to use their innovations. The agreement is particularly valuable in joint ventures, franchise arrangements, and when establishing distribution networks across the Emirates. Unlike exclusive licenses, this structure maximizes your revenue potential by allowing multiple licensees to operate in the same or different territories.
Key legal considerations
Your agreement must clearly define the scope of licensed rights, territorial limitations, and permitted uses to avoid disputes. Quality control provisions are crucial for maintaining your intellectual property's value and reputation. Payment terms should specify currency, schedule, and consequences for late payments, while termination clauses must outline grounds for ending the agreement and post-termination obligations. Consider including provisions for sublicensing rights, confidentiality requirements, and dispute resolution mechanisms. Warranty and indemnification clauses protect both parties from potential liability, and you should address how improvements or modifications to the licensed property will be handled.
Legal requirements in United Arab Emirates
Under UAE Federal Law No. 5 of 1985 (Civil Code), your license agreement must meet general contractual requirements including clear offer and acceptance, lawful consideration, and capacity of parties. UAE Federal Law No. 7 of 2002 (Copyright Law) governs licensing of copyrighted materials, requiring written agreements for exclusive or non-exclusive licenses exceeding one year. For patent licensing, UAE Federal Law No. 17 of 2002 (Industrial Property Rights) mandates registration of certain license agreements with relevant authorities. Commercial licensing arrangements must comply with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law), particularly regarding payment terms and commercial practices. The agreement should be drafted in Arabic or include certified Arabic translation for enforceability, and consider UAE courts' jurisdiction for dispute resolution.
GOVERNING LAW
Applicable law
This Non Exclusive License Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
UAE Federal Law No. 7 of 2002 (Copyright Law): Regulates copyright protection and licensing of intellectual property, including terms of license agreements and rights of parties.
UAE Federal Law No. 17 of 2002 (Industrial Property Rights): Covers patents, industrial designs, and other industrial property rights that may be subject to licensing.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business relationships, including licensing arrangements between commercial entities.
UAE Federal Law No. 11 of 1992 (Civil Procedure Law): Provides framework for dispute resolution and enforcement of contractual rights, including jurisdiction and procedural matters.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates anti-competitive practices and must be considered when drafting licensing terms to ensure compliance.
UAE Federal Law No. 1 of 2006 (Electronic Transactions Law): Relevant if the license involves software, electronic content, or digital rights management.
UAE Federal Law No. 37 of 1992 (Trademark Law): Important if the license agreement involves trademarks or brand licensing.
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