Intercompany License Agreement for Australia

Intercompany License Agreement Template for Australia

An Intercompany License Agreement governed by Australian law is a formal contract between related entities within a corporate group, establishing the terms and conditions for the use of intellectual property, technology, or other proprietary assets. This agreement ensures compliance with Australian corporate law, competition regulations, and transfer pricing requirements while protecting the interests of both the licensor and licensee entities. The document addresses key aspects such as license scope, payment terms, usage rights, confidentiality obligations, and termination conditions, all within the framework of Australian legal requirements and corporate governance standards.

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What is a Intercompany License Agreement?

The Intercompany License Agreement is essential for corporate groups operating in Australia who need to formalize the sharing of intellectual property, technology, or other proprietary assets between related entities. This document is particularly crucial when establishing clear boundaries and terms for the use of corporate assets while ensuring compliance with Australian regulatory requirements, including the Corporations Act 2001, Competition and Consumer Act 2010, and relevant tax legislation. It serves multiple purposes: maintaining proper corporate governance, establishing clear audit trails for regulatory compliance, ensuring appropriate transfer pricing arrangements, and protecting intellectual property rights within the corporate group. The agreement is commonly used during group restructuring, establishment of new subsidiaries, or implementation of global licensing strategies.

What sections should be included in a Intercompany License Agreement?

1. Parties: Identification and details of the licensor and licensee entities, including registered addresses and company details

2. Background: Context of the agreement, relationship between the parties, and purpose of the license arrangement

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

4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. License Fees and Payment Terms: Financial terms including royalties, payment schedule, and calculation methods

7. Intellectual Property Rights: Ownership and protection of IP, including improvements and derivatives

8. Confidentiality: Protection of confidential information exchanged between parties

9. Warranties and Representations: Statements of fact and promises made by each party

10. Limitation of Liability: Extent and limitations of each party's liability

11. General Provisions: Standard clauses including governing law, notices, and amendment procedures

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

1. Quality Control: Required when the license involves manufacturing or product development

2. Technical Support: Include when ongoing technical assistance is part of the arrangement

3. Data Protection: Required when personal or sensitive data will be shared between parties

4. Export Control: Include for cross-border licensing arrangements

5. Source Code Escrow: Required for software licensing agreements

6. Transfer Pricing Compliance: Include when significant value is being transferred between related entities

7. Change of Control: Include when continuity of license rights in case of ownership changes is important

What schedules should be included in a Intercompany License Agreement?

1. Licensed IP: Detailed description of intellectual property being licensed

2. Technical Specifications: Technical details and requirements of licensed technology or products

3. Royalty Calculations: Detailed methodology for calculating license fees and royalties

4. Service Levels: Performance metrics and standards if applicable

5. Approved Sub-licensees: List of approved third parties if sub-licensing is permitted

6. Related Agreements: List of associated agreements between the parties

7. Compliance Requirements: Specific regulatory or corporate compliance requirements

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Transfer Agreement

Sector

Cost

Free to use
Clauses
Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Consumer Goods

Financial Services

Energy

Telecommunications

Media and Entertainment

Automotive

Professional Services

Relevant Teams

Legal

Intellectual Property

Finance

Tax

Compliance

Corporate Governance

Business Development

Commercial

Risk Management

Company Secretariat

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Chief Legal Officer

Corporate Governance Manager

Licensing Manager

Chief Financial Officer

Tax Director

Compliance Officer

Head of Business Development

Corporate Secretary

General Counsel

IP Rights 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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