Licence And Supply Agreement Template for England and Wales

A Licence And Supply Agreement combines intellectual property licensing with commercial supply arrangements under England and Wales law. This comprehensive document enables you to grant rights to use your intellectual property while establishing terms for the supply of goods or services, creating a unified framework that protects your IP rights and ensures reliable commercial relationships.

When do you need this document?

You need this agreement when licensing your intellectual property while also supplying products or services to the same party. This commonly occurs in manufacturing partnerships where you license your brand or technology to a manufacturer who then supplies products back to you for distribution. Technology companies use these agreements when licensing software or technical know-how to partners who provide related services or products. Franchise-style arrangements often require this dual structure, where you license your brand and business model while supplying proprietary products or materials. The agreement is also essential in white-label arrangements where you license your IP to a third party who supplies products under your brand.

Key legal considerations

Your agreement must clearly define the scope of both the IP licence and supply obligations to avoid disputes. The licence terms should specify exactly which intellectual property rights are being granted, any territorial restrictions, and permitted uses of your IP. Quality control provisions are crucial to protect your brand reputation and ensure supplied products meet your standards. You should include robust termination clauses that address what happens to licensed IP and ongoing supply obligations when the agreement ends. Minimum purchase requirements and payment terms must be clearly defined to ensure commercial viability. Consider including non-compete clauses to prevent the licensee from using your IP to compete directly with your business. Liability and indemnity provisions should address both IP infringement risks and product quality issues.

Legal requirements in England and Wales

Under English law, your agreement must comply with the Sale of Goods Act 1979 and Supply of Goods and Services Act 1982, which imply terms about quality and fitness for purpose in supply arrangements. The Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994 govern the IP licensing aspects, requiring clear identification of rights being licensed and any restrictions on use. If your arrangement involves commercial agency elements, the Commercial Agents Regulations 1993 may apply, particularly regarding termination rights and compensation. The Competition Act 1998 prohibits anti-competitive arrangements, so ensure your territorial restrictions and pricing terms comply with competition law. You must also consider consumer protection regulations if the supplied products will reach end consumers. Data protection obligations under UK GDPR may apply if the agreement involves sharing customer or technical data between parties.