Fully Paid Up Royalty License for Canada

Fully Paid Up Royalty License Template for Canada

This Canadian-law governed Fully Paid Up Royalty License agreement is a comprehensive legal document that establishes a perpetual license for intellectual property rights in exchange for a one-time payment. The agreement complies with both federal and provincial Canadian laws, including relevant intellectual property statutes and commercial regulations. It provides detailed terms for the license grant, payment structure, usage rights, and ongoing obligations while addressing specific Canadian legal requirements such as language laws in Quebec if applicable, and federal IP protection standards.

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What is a Fully Paid Up Royalty License?

The Fully Paid Up Royalty License agreement is utilized when a party wishes to acquire long-term or perpetual rights to use intellectual property through a single upfront payment rather than ongoing royalties. This document is particularly relevant in Canadian business transactions where companies seek to simplify their licensing obligations and avoid recurring payment commitments. The agreement includes comprehensive provisions addressing IP rights, usage limitations, warranties, and compliance with Canadian federal and provincial laws. It's commonly used in technology transfers, software licensing, patent licensing, and other IP-intensive transactions where the parties prefer a clean break after the initial payment. The document must comply with Canadian intellectual property laws, including the Patent Act, Copyright Act, and relevant provincial contract laws.

What sections should be included in a Fully Paid Up Royalty License?

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

2. Background: Context of the agreement, ownership of IP, and purpose of the license

3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Field of Use

4. Grant of License: Scope of license rights, including territory, field of use, and any sublicensing rights

5. Payment Terms: One-time license fee amount, payment method, and timing

6. Intellectual Property Ownership: Confirmation of IP ownership and rights retention

7. Representations and Warranties: Standard warranties regarding IP ownership, right to license, non-infringement

8. Confidentiality: Protection of confidential information exchanged under the agreement

9. Term and Termination: Duration of the license and grounds for termination despite full payment

10. Post-Termination Obligations: Obligations that survive termination of the agreement

11. General Provisions: Standard boilerplate including governing law, notices, amendment process

What sections are optional to include in a Fully Paid Up Royalty License?

1. Quality Control: Required for trademark licenses to maintain trademark validity

2. Source Code Escrow: For software licenses where source code access may be needed

3. Technology Transfer: If technical assistance or training is required for IP implementation

4. Export Control: For technologies subject to export regulations

5. Audit Rights: If verification of license scope compliance is needed

6. Insurance: When specific insurance coverage is required for licensed activities

7. Performance Obligations: If licensee must meet certain performance criteria to maintain license

8. Improvements: Handling of improvements or modifications to licensed IP

What schedules should be included in a Fully Paid Up Royalty License?

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

2. Schedule B - Payment Terms: Detailed breakdown of the license fee and payment mechanics

3. Schedule C - Technical Specifications: Technical details and specifications of licensed technology

4. Schedule D - Territory Definition: Detailed description of geographic territory if complex

5. Schedule E - Field of Use: Detailed description of permitted applications and uses

6. Appendix 1 - Form of Notice: Standard form for required notices under the agreement

7. Appendix 2 - Quality Control Standards: Specific standards for trademark usage if applicable

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

Cost

Free to use

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