The Limited Use License Agreement is essential for organizations and individuals seeking to grant or receive restricted rights to use proprietary material while maintaining control over its usage. This document is commonly used in Canada when a licensor wishes to permit a licensee to use intellectual property, software, content, or other proprietary materials under specific conditions and limitations. It's particularly relevant in scenarios where the licensed material requires protection against unauthorized use or distribution. The agreement must comply with Canadian federal laws including the Copyright Act and PIPEDA, as well as applicable provincial legislation. It typically includes detailed terms about usage restrictions, technical requirements, payment structures, and compliance obligations. This type of agreement is crucial for protecting intellectual property rights while enabling controlled commercial exploitation of proprietary assets.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, nature of the licensed material, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, including scope, territory, and duration of the license
5. License Restrictions: Clear limitations on how the licensed material can be used
6. License Fee: Payment terms, including amount, payment schedule, and method
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Warranties and Representations: Guarantees and disclaimers regarding the licensed material
11. Indemnification: Obligations to protect against third-party claims
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Maintenance and Support: Terms for ongoing technical support and updates - include when the license involves software or technical products
2. Security Requirements: Specific security measures required - include when handling sensitive data or systems
3. Data Protection: Specific provisions for handling personal data - include when personal information is involved
4. Source Code Escrow: Terms for source code protection - include for software licenses where business continuity is critical
5. Export Controls: Compliance with export regulations - include when licensed material may be subject to international trade restrictions
6. Audit Rights: Rights to verify compliance - include for high-value licenses or when usage monitoring is important
7. Geographic Restrictions: Specific territorial limitations - include when license is limited to certain regions
8. Sub-licensing Rights: Terms for allowing sublicensing - include when sublicensing might be permitted
1. Schedule A - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule B - License Fees: Detailed breakdown of fees, payment schedules, and calculation methods
3. Schedule C - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule D - Service Levels: Performance standards and metrics, if applicable
5. Appendix 1 - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
6. Appendix 2 - Support and Maintenance Terms: Detailed procedures and terms for technical support and maintenance
Relevant legal definitions
Agreement
Authorized Users
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Material
License Term
Licensee
Licensor
Modifications
Permitted Purpose
Prohibited Uses
Related Materials
Security Requirements
Service Levels
Source Code
Support Services
Technical Requirements
Territory
Third Party Components
Updates
Usage Data
User Interface
Working Day
Affiliate
Background IP
Derivative Works
Force Majeure
Implementation Period
Installation Site
Maintenance Services
Object Code
Performance Standards
Personal Data
Renewal Term
Representatives
Software
Specifications
Term
Trade Secrets
User Manual
Virus
Authorized Users
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Material
License Term
Licensee
Licensor
Modifications
Permitted Purpose
Prohibited Uses
Related Materials
Security Requirements
Service Levels
Source Code
Support Services
Technical Requirements
Territory
Third Party Components
Updates
Usage Data
User Interface
Working Day
Affiliate
Background IP
Derivative Works
Force Majeure
Implementation Period
Installation Site
Maintenance Services
Object Code
Performance Standards
Personal Data
Renewal Term
Representatives
Software
Specifications
Term
Trade Secrets
User Manual
Virus
Clauses
Grant of License
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Usage Rights
Technical Requirements
Support and Maintenance
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Audit Rights
Security
Compliance with Laws
Notice
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Export Control
Insurance
Representations
Survival
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Usage Rights
Technical Requirements
Support and Maintenance
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Audit Rights
Security
Compliance with Laws
Notice
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Export Control
Insurance
Representations
Survival
Relevant Industries
Technology and Software
Digital Media and Entertainment
Manufacturing and Industrial
Professional Services
Education and Research
Healthcare and Life Sciences
Financial Services
Telecommunications
Publishing and Content Creation
Retail and E-commerce
Relevant Teams
Legal
Intellectual Property
Compliance
Information Technology
Business Development
Finance
Operations
Risk Management
Sales
Product Development
Information Security
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Director
Chief Technology Officer
Product Manager
Compliance Officer
Software Development Manager
Information Security Officer
Commercial Director
Risk Manager
Operations Manager
Chief Financial Officer
Sales Director
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