Copyright Exclusive Licence Template for England and Wales

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Key Requirements PROMPT example:

Copyright Exclusive Licence

"I need a Copyright Exclusive Licence for my company to license our new software platform to a distributor in Europe, with royalty payments of 15% of net sales and an initial term of 3 years starting from January 2025."

What is a Copyright Exclusive Licence?

A Copyright Exclusive Licence is used when a copyright owner wishes to grant exclusive rights to their intellectual property to another party while retaining underlying ownership. This document, governed by English and Welsh law, is particularly important in commercial transactions where the licensee requires certainty that they will be the only party permitted to exploit the copyrighted work in specific ways. The agreement typically includes detailed provisions about the scope of rights, territory, duration, payment terms, quality control, and termination provisions.

What sections should be included in a Copyright Exclusive Licence?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and ownership confirmation of the copyright work

3. Definitions: Key terms used throughout the agreement including Licensed Work, Territory, and Exclusive Period

4. Grant of Rights: Specific rights being licensed and their exclusive nature, including scope of use and exploitation rights

5. Territory: Geographical scope of the licence and any territorial restrictions

6. Duration: Term of the licence including commencement date and expiry or renewal provisions

7. Payment Terms: Fees, royalties, payment schedule and calculation methods

8. Warranties and Indemnities: Legal guarantees and protections, including ownership warranties and infringement indemnities

9. Termination: Circumstances and process for ending the agreement, including breach and consequences

What sections are optional to include in a Copyright Exclusive Licence?

1. Quality Control: Standards for use of the copyrighted work and approval processes for modifications

2. Sub-licensing Rights: Provisions governing the licensee's right to grant sub-licenses to third parties

3. Moral Rights: Provisions regarding attribution rights and integrity of the work

4. Development and Modifications: Rights and processes for making changes to the licensed work

5. Confidentiality: Provisions for protecting confidential information exchanged during the licence period

What schedules should be included in a Copyright Exclusive Licence?

1. Schedule 1 - Licensed Works: Detailed description and specification of the copyrighted works being licensed

2. Schedule 2 - Royalty Calculations: Detailed breakdown of payment calculations, reporting requirements and audit rights

3. Schedule 3 - Technical Specifications: Technical requirements and standards for use of the work

4. Schedule 4 - Approved Sub-licensees: List of pre-approved sub-licensees (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

Industries

Copyright, Designs and Patents Act 1988: Primary UK legislation governing copyright. Key sections include: exclusive licences (Section 92), requirements for writing and signature (Section 91), moral rights provisions, duration of copyright protection, and definition of copyright works.

The Copyright (Computer Programs) Regulations 1992: Specific regulations governing copyright in computer programs and software, implementing EU Directive 91/250/EEC.

The Copyright and Rights in Performances Regulations 2014: Regulations governing copyright exceptions for research, education, libraries and archives purposes.

Common Law Contract Principles: Fundamental principles of contract formation including offer, acceptance, consideration, intention to create legal relations, and capacity.

EU Retained Law: Post-Brexit incorporation of relevant EU copyright directives and database rights into UK law.

Berne Convention: International treaty governing copyright protection across member states, establishing minimum standards of copyright protection.

TRIPS Agreement: World Trade Organization agreement setting global standards for intellectual property protection, including copyright.

WIPO Copyright Treaty: International treaty addressing copyright protection in the digital environment, particularly concerning computer programs and databases.

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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