The Non-Transferable License agreement is essential for businesses operating in the UAE who wish to grant limited usage rights while maintaining strict control over their intellectual property or proprietary assets. This document type is commonly used when a rights holder (licensor) wants to permit another party (licensee) to use specific intellectual property, technology, or proprietary content while ensuring these rights cannot be transferred, assigned, or sublicensed to others. The agreement must comply with UAE federal laws, including intellectual property legislation and the Civil Code, and typically includes detailed terms regarding usage scope, territorial restrictions, duration, payment terms, and termination rights. It's particularly relevant in situations where protecting proprietary rights and maintaining control over distribution channels is crucial, such as in technology licensing, software distribution, or brand licensing arrangements within the UAE market.

1. Parties: Identification and details of the Licensor and Licensee, including full legal names, registration numbers, and registered addresses

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

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Material, Territory, Term, etc.

4. Grant of License: Explicit terms of the license grant, including scope, territory, and clear statement of non-transferability

5. License Restrictions: Specific restrictions on the use of the licensed material, including prohibition on transfer, sublicensing, and other limitations

6. License Fee and Payment Terms: Details of license fees, payment schedule, payment method, and consequences of late payment

7. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and handling of improvements or derivatives

8. Licensee Obligations: Specific duties and responsibilities of the Licensee in using the licensed material

9. Term and Termination: Duration of the license, renewal provisions, and grounds for termination

10. Confidentiality: Obligations regarding confidential information exchanged during the license period

11. Warranties and Representations: Warranties provided by both parties, particularly regarding ownership and right to license

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

13. Governing Law and Dispute Resolution: Specification of UAE law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments