This Unlimited License agreement template is designed for use under Canadian jurisdiction when one party (the licensor) wishes to grant another party (the licensee) comprehensive and perpetual rights to use specific intellectual property, technology, or content. The document is particularly valuable for long-term strategic partnerships, technology transfers, or significant IP transactions where the licensee requires unrestricted and ongoing access to the licensed material. It incorporates essential Canadian legal requirements, including compliance with federal intellectual property laws and provincial contract regulations. The agreement structure accommodates various types of intellectual property, from software and patents to trademarks and copyrighted works, making it adaptable across different industries and use cases. This template should be used when parties intend to create a permanent licensing relationship without temporal or substantial usage restrictions, while still maintaining the licensor's underlying ownership rights.
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1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and company registration details
2. Background: Context of the agreement, brief description of the intellectual property being licensed, and the parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific terms of the unlimited license, including scope, territory, and confirmation of perpetual nature
5. Intellectual Property Rights: Clarification of IP ownership, protection obligations, and handling of improvements or derivatives
6. Payment Terms: License fees, payment schedule, and any ongoing royalties or maintenance fees
7. Representations and Warranties: Warranties regarding IP ownership, non-infringement, and quality assurances
8. Confidentiality: Protection of confidential information exchanged during the license relationship
9. Term and Termination: Duration of the agreement and circumstances under which it may be terminated, despite being unlimited
10. Governing Law and Jurisdiction: Specification of Canadian law as governing law and jurisdiction for dispute resolution
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendment procedures
1. Source Code Escrow: For software licenses, provisions for source code escrow arrangements
2. Support and Maintenance: Terms for ongoing technical support and maintenance services, if provided
3. Data Protection: Specific provisions for handling personal data when the licensed product involves data processing
4. Export Control: Compliance requirements for cross-border usage of the licensed material
5. Sub-licensing Rights: Terms governing the licensee's right to sub-license, if permitted
6. Quality Control: For trademark licenses, provisions ensuring quality control of branded products
7. Change of Control: Provisions addressing consequences of ownership changes in either party
8. Insurance: Requirements for insurance coverage related to the licensed property
1. Schedule A - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule B - Technical Specifications: Technical details, performance requirements, or quality standards
3. Schedule C - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule D - Service Levels: Performance metrics and service level requirements, if applicable
5. Appendix 1 - Approved Use Cases: Specific examples and scenarios of permitted uses of the licensed property
6. Appendix 2 - Security Requirements: Security standards and protocols to be maintained
7. Appendix 3 - Contact Information: Key contacts for both parties for various aspects of the agreement
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Unlimited License
A Canadian law-governed agreement granting perpetual and unlimited rights to use specified intellectual property or technology.
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