Sub Licence Agreement for the United Kingdom

Sub Licence Agreement Template for England and Wales

A Sub Licence Agreement is a legal document governed by English and Welsh law that enables a licensee under an existing licence (head licence) to grant certain rights to a third party. This agreement establishes the terms and conditions under which intellectual property, technology, or other licensed rights can be further licensed, while ensuring compliance with the head licence terms. It includes provisions for payment, usage rights, quality control, and termination conditions.

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What is a Sub Licence Agreement?

A Sub Licence Agreement is used when a party holding rights under a head licence wishes to grant some or all of those rights to another party. This document, governed by English and Welsh law, is crucial for businesses expanding their licensing network while maintaining control over intellectual property. The agreement typically includes detailed provisions about permitted use, territory restrictions, quality standards, and payment terms. It must carefully align with the head licence to ensure all obligations are properly cascaded down to the sub-licensee.

What sections should be included in a Sub Licence Agreement?

1. Parties: Details of the sub-licensor and sub-licensee

2. Background: Context of the agreement, including reference to head licence

3. Definitions: Key terms used throughout the agreement

4. Grant of Sub-Licence: Scope and nature of the sub-licence being granted

5. Term and Termination: Duration of sub-licence and termination provisions

6. Payment Terms: Fees, royalties and payment schedules

7. Obligations of the Parties: Rights and responsibilities of both parties

8. Warranties and Indemnities: Standard warranties and indemnification provisions

9. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Sub Licence Agreement?

1. Quality Control: Provisions for quality standards and control procedures when licensed material requires specific quality standards. Used for brand licensing or manufacturing.

2. Territory Restrictions: Geographical limitations on sub-licence use and exploitation. Included when territory-specific rights are granted.

3. Reporting Requirements: Obligations to report usage or sales, typically included for revenue-based licensing arrangements.

4. Data Protection: Data handling and privacy provisions, required when personal data processing is involved in the licensed activities.

5. Export Controls: Export restriction provisions for international licensing scenarios.

What schedules should be included in a Sub Licence Agreement?

1. Schedule 1 - Licensed Material: Detailed description of licensed IP or materials covered by the sub-licence

2. Schedule 2 - Fees and Royalties: Detailed payment terms, calculations, and royalty structures

3. Schedule 3 - Technical Specifications: Technical requirements and standards for the licensed material

4. Schedule 4 - Head Licence Terms: Relevant terms from the head licence that affect the sub-licence

5. Schedule 5 - Quality Control Procedures: Detailed quality control requirements and procedures where 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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Clauses
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, including provisions for licensing and sub-licensing, and moral rights considerations

Trade Marks Act 1994: Legislation governing trademark protection and use, relevant if the sub-licence involves trademark rights

Patents Act 1977: Key legislation for patent rights and related licensing provisions if patent rights are involved in the sub-licence

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, crucial for sub-licensing arrangements

Contract Law Fundamentals: Common law principles including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Competition Act 1998: Legislation ensuring sub-licence agreements do not contain anti-competitive provisions or restrict market competition

UK GDPR and Data Protection Act 2018: Data protection legislation relevant if the sub-licence involves processing of personal data

Consumer Rights Act 2015: Consumer protection legislation that may apply if the sub-licence involves consumer relationships

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting consumers from unfair commercial practices, relevant for consumer-facing sub-licences

Industry-Specific Regulations: Sector-specific regulations that may apply depending on the industry (e.g., software, pharmaceuticals, broadcasting)

Tax Legislation: Various tax laws and regulations that may affect the financial aspects of the sub-licence agreement

Export Control Regulations: Regulations governing international licensing and export controls if the sub-licence has cross-border implications

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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