Non Exclusive Perpetual License for Australia

Non Exclusive Perpetual License Template for Australia

This Non-Exclusive Perpetual License Agreement is a comprehensive legal document governed by Australian law, designed to establish a lasting licensing arrangement where the licensor grants the licensee ongoing rights to use specific intellectual property or materials while retaining the ability to license the same rights to others. The agreement incorporates key provisions required under Australian intellectual property and contract law, including detailed sections on grant of rights, payment terms, warranties, and termination conditions. It provides a framework for long-term licensing relationships while protecting both parties' interests under Australian jurisdiction.

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What is a Non Exclusive Perpetual License?

This document serves as a Non-Exclusive Perpetual License Agreement under Australian law, suitable for situations where a party wishes to grant ongoing, non-exclusive rights to use intellectual property, technology, content, or other proprietary materials. It is commonly used in commercial arrangements where the licensor wants to maintain ownership and the ability to license to multiple parties, while providing the licensee with secure, long-term usage rights. The agreement includes essential provisions required by Australian legislation, including the Copyright Act 1968 and the Competition and Consumer Act 2010, and addresses key aspects such as scope of license, payment terms, usage restrictions, and quality control measures. This type of agreement is particularly valuable for businesses seeking to monetize their intellectual property through licensing while maintaining flexibility to enter into similar arrangements with other parties.

What sections should be included in a Non Exclusive Perpetual License?

1. Parties: Identifies and provides full details of the licensor and licensee

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the scope, nature, and territory of the license granted

5. License Fee and Payment Terms: Details the financial terms, including initial fees, ongoing royalties if any, and payment methods

6. Intellectual Property Rights: Confirms ownership of IP and rights granted/retained

7. Use of Licensed Material: Specifies permitted and restricted uses of the licensed material

8. Warranties and Representations: States the promises and guarantees made by each party

9. Indemnification: Outlines each party's obligations to protect the other from specific losses

10. Term and Termination: Details the duration and circumstances for termination despite perpetual nature

11. Confidentiality: Establishes obligations regarding confidential information

12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Non Exclusive Perpetual License?

1. Quality Control: Include when licensed material requires maintaining certain quality standards

2. Sublicensing Rights: Include when licensee may be permitted to sublicense the material

3. Moral Rights: Include when dealing with creative works where moral rights are relevant

4. Source Code Escrow: Include when licensing software with critical source code

5. Export Control: Include when licensed material may be subject to export regulations

6. Data Protection: Include when personal data processing is involved

7. Maintenance and Support: Include when ongoing technical support or updates are part of the agreement

8. Audit Rights: Include when licensor needs right to audit licensee's use of materials

What schedules should be included in a Non Exclusive Perpetual License?

1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being licensed

2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed material

4. Schedule 4 - Approved Use Cases: Specific examples and scenarios of permitted uses

5. Schedule 5 - Service Levels: Performance standards and metrics if applicable

6. Appendix A - Form of Reports: Templates for any required reporting

7. Appendix B - Contact Details: Key contacts and notice details for both parties

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

Licensing Agreement

Sector

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Media and Entertainment

Manufacturing

Research and Development

Biotechnology

Pharmaceuticals

Education

Publishing

Consumer Goods

Professional Services

Telecommunications

Healthcare

Industrial Design

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Research and Development

Technology

Operations

Procurement

Innovation

Product Development

Compliance

Corporate Affairs

Relevant Roles

Legal Counsel

Intellectual Property Manager

Business Development Manager

Chief Technology Officer

Licensing Manager

Contract Manager

Commercial Director

Research Director

Chief Executive Officer

Chief Legal Officer

Technology Transfer Officer

Innovation Manager

Product Manager

Operations Director

Procurement 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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