This Exclusive License agreement template is designed for use in the Australian jurisdiction when a rights holder (licensor) wishes to grant exclusive rights to another party (licensee) to exploit specific intellectual property. The document is particularly valuable when the parties require a comprehensive framework for an exclusive commercial relationship involving intellectual property rights, whether they be patents, trademarks, copyright, or trade secrets. It includes provisions compliant with Australian intellectual property and competition laws, addressing crucial elements such as exclusivity terms, quality control, performance requirements, and commercial terms. This template should be used when the licensor intends to grant sole rights to the licensee, preventing the licensor from licensing the same rights to other parties or exploiting the rights themselves within the defined scope and territory.
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1. Parties: Identifies and provides details of the licensor and licensee
2. Background: Sets out the context of the agreement, including ownership of the intellectual property and intention to grant exclusive license
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Details the exclusive rights being granted, including scope, territory, and field of use
5. Term and Termination: Specifies the duration of the license and circumstances for termination
6. Payment Terms: Details license fees, royalties, payment schedule, and reporting requirements
7. Licensee Obligations: Sets out the licensee's responsibilities including minimum performance requirements and quality standards
8. Protection of IP Rights: Addresses protection and enforcement of the licensed IP rights
9. Quality Control: Specifies quality standards and control measures for licensed products/services
10. Confidentiality: Protects confidential information exchanged during the license relationship
11. Warranties and Indemnities: Contains representations, warranties, and indemnification provisions
12. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and assignment
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Improvements: Include when dealing with technological IP where improvements may be developed
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Export Control: Include when licensed rights involve international trade restrictions
5. Source Code Escrow: Include for software licenses where source code protection is needed
6. Training and Support: Include when technical support or training is part of the arrangement
7. Change of Control: Include when restrictions on change in ownership/control are needed
8. Insurance: Include when specific insurance requirements are necessary
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule 2 - Territory: Detailed description of the geographic territory covered by the license
3. Schedule 3 - Royalty Calculations: Detailed methodology for calculating royalties
4. Schedule 4 - Quality Standards: Specific quality control requirements and standards
5. Schedule 5 - Approved Form of Reporting: Templates for required periodic reports
6. Schedule 6 - Technical Specifications: Technical details of licensed technology or products
7. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks or branding
8. Appendix B - Implementation Timeline: Timeline for implementation of the license arrangement
Relevant legal definitions
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Execution Date
Field of Use
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
License Fee
Minimum Performance Requirements
Net Sales
Party/Parties
Patent Rights
Quality Standards
Renewal Term
Royalties
Subsidiary
Term
Territory
Trade Marks
Working Day
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Execution Date
Field of Use
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
License Fee
Minimum Performance Requirements
Net Sales
Party/Parties
Patent Rights
Quality Standards
Renewal Term
Royalties
Subsidiary
Term
Territory
Trade Marks
Working Day
Clauses
Grant of Rights
Exclusivity
Territory
Term and Duration
Payment and Royalties
Quality Control
Performance Requirements
Intellectual Property Protection
Confidentiality
Warranties
Indemnification
Record Keeping
Audit Rights
Reporting Requirements
Sub-licensing
Improvements
Competition Law Compliance
Force Majeure
Assignment
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Counterparts
Exclusivity
Territory
Term and Duration
Payment and Royalties
Quality Control
Performance Requirements
Intellectual Property Protection
Confidentiality
Warranties
Indemnification
Record Keeping
Audit Rights
Reporting Requirements
Sub-licensing
Improvements
Competition Law Compliance
Force Majeure
Assignment
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Counterparts
Relevant Industries
Technology
Pharmaceutical
Manufacturing
Media and Entertainment
Fashion and Luxury Goods
Biotechnology
Software Development
Consumer Products
Research and Development
Telecommunications
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Technical Operations
Product Development
Finance
Executive Leadership
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Research and Development Director
Chief Executive Officer
Compliance Officer
Contract Manager
Innovation Director
Product Manager
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