Out Licensing Agreement for United Arab Emirates

Out Licensing Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that enables the owner of intellectual property rights to grant permission to another party to use, manufacture, distribute, or sell their intellectual property within specified terms and conditions. This agreement is structured in accordance with UAE Federal laws, particularly UAE Federal Law No. 11 of 2021 on Industrial Property Rights and related IP legislation. It includes detailed provisions for royalty payments, quality control, territorial restrictions, and compliance with local UAE regulations, while incorporating necessary protections for both licensor and licensee under UAE jurisdiction.

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What is a Out Licensing Agreement?

The Out Licensing Agreement is a crucial document for businesses seeking to monetize their intellectual property rights while maintaining control over their usage in the UAE market. This agreement type is particularly relevant given the UAE's growing focus on innovation and intellectual property protection, supported by recent legislative updates including UAE Federal Law No. 11 of 2021. The document is typically used when a company wants to generate revenue from its IP assets without selling them outright, allowing for controlled exploitation of patents, trademarks, copyrights, or trade secrets. The Out Licensing Agreement includes essential provisions required under UAE law, such as quality control measures, territorial restrictions, payment terms, and compliance with local regulations. It's particularly important in the context of the UAE's position as a regional business hub and its strict IP protection regime.

What sections should be included in a Out Licensing Agreement?

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

2. Background: Context of the agreement, ownership of the IP, and general purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed IP, Territory, and Field of Use

4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use restrictions

5. License Fees and Royalties: Payment terms, calculation of royalties, reporting requirements, and audit rights

6. Protection and Maintenance of IP: Obligations regarding IP protection, maintenance of registrations, and handling of infringement

7. Quality Control: Standards for using the licensed IP and quality control measures

8. Representations and Warranties: Statements about IP ownership, right to license, and other key assurances

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Post-Termination Obligations: Obligations of parties after agreement ends, including return of materials and confidential information

11. Confidentiality: Protection of confidential information exchanged during the agreement

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

13. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures

What sections are optional to include in a Out Licensing Agreement?

1. Improvements: Include when parties may develop improvements to the licensed IP, defining ownership and rights

2. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties

3. Technical Support: Include when licensor will provide technical assistance or training

4. Export Control: Include for cross-border licenses involving controlled technologies

5. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

6. Regulatory Compliance: Include for highly regulated industries or products

7. Source Code Escrow: Include for software licensing agreements

8. Performance Obligations: Include when minimum sales or performance targets are required

9. Insurance: Include when specific insurance requirements are necessary for risk management

What schedules should be included in a Out Licensing Agreement?

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

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

3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and procedures

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties

5. Schedule 5 - Approved Form of Quality Control Report: Template for quality control reporting

6. Schedule 6 - Territory Definition: Detailed description of geographic territories covered

7. Appendix A - Brand Guidelines: Guidelines for using licensed trademarks or brands

8. Appendix B - Reporting Templates: Templates for various required 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 & Software

Pharmaceuticals & Healthcare

Manufacturing & Industrial

Consumer Goods & Retail

Media & Entertainment

Telecommunications

Biotechnology

Fashion & Luxury Goods

Automotive

Energy & Resources

Research & Development

Education & Training

Relevant Teams

Legal

Intellectual Property

Business Development

Research and Development

Commercial

Finance

Compliance

Technology Transfer

Innovation

Strategy

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Chief Technology Officer

Research and Development Director

Commercial Director

Chief Legal Officer

Contracts Manager

Innovation Manager

Patent Attorney

Technology Transfer Officer

Compliance Officer

Chief Financial Officer

Industries
UAE Federal Law No. 11 of 2021 on Industrial Property Rights: Governs patents, industrial designs, and trade secrets. Essential for defining the scope of intellectual property rights being licensed.
UAE Federal Law No. 36 of 2021 on Trademarks: Regulates trademark protection and licensing in the UAE. Critical for agreements involving trademark rights.
UAE Federal Law No. 7 of 2002 on Copyrights and Related Rights: Governs copyright protection and licensing. Relevant if the agreement includes software, literary works, or other copyrightable materials.
UAE Federal Law No. 32 of 2021 on Commercial Companies: Provides the legal framework for commercial transactions and business relationships between parties.
UAE Federal Law No. 4 of 2012 on Competition Regulation: Ensures licensing agreements don't contain anti-competitive provisions or create monopolistic situations.
UAE Federal Decree-Law No. 33 of 2021 (Commercial Transactions Law): Governs commercial transactions and provides general principles for business contracts.
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles of contract law, including formation, validity, and enforcement of contracts.
UAE Federal Decree-Law No. 47 of 2021 on Taxation of Corporations and Businesses: Relevant for understanding tax implications of licensing fees and royalty payments.
UAE Federal Decree Law No. 19 of 2018 on Foreign Direct Investment: Relevant if the licensing agreement involves foreign parties and cross-border transactions.
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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