Technology Licence Agreement for the United Kingdom

Technology Licence Agreement Template for England and Wales

A Technology Licence Agreement under English and Welsh law is a legally binding contract that governs the terms under which one party (the licensor) grants another party (the licensee) the right to use specific technology, intellectual property, or technical knowledge. The agreement covers essential aspects such as scope of use, payment terms, confidentiality, and intellectual property rights protection, while ensuring compliance with UK legislation including IP laws, data protection regulations, and competition law.

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What is a Technology Licence Agreement?

A Technology Licence Agreement is essential when one party wishes to grant another party the right to use, implement, or commercialize specific technology while retaining ownership. This agreement, governed by English and Welsh law, is commonly used in various technology transfers, software licensing, and intellectual property arrangements. It provides detailed terms covering licence scope, payment structures, confidentiality obligations, and compliance requirements. The agreement should be tailored to address specific technology requirements while ensuring adherence to relevant UK legislation, including intellectual property laws, data protection regulations, and competition law.

What sections should be included in a Technology Licence Agreement?

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

2. Background: Context of the agreement and brief description of the technology being licensed

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence (exclusive/non-exclusive, territory, field of use)

5. Intellectual Property Rights: Ownership and protection of IP rights

6. Payment Terms: Licence fees, royalties, and payment conditions

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement and termination provisions

9. General Provisions: Standard boilerplate clauses including governing law

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

1. Technical Support and Maintenance: Terms for ongoing support services - include when the licence includes technical support or maintenance services

2. Source Code Escrow: Provisions for source code protection - include when licensing software with source code protection requirements

3. Export Control: Compliance with export regulations - include when technology may be subject to export restrictions

4. Data Protection: Compliance with data protection laws - include when personal data processing is involved

5. Development Obligations: Terms for further development of the technology - include when ongoing development is part of the agreement

What schedules should be included in a Technology Licence Agreement?

1. Technical Specification: Detailed description of the licensed technology

2. Licensed Patents: List of patents covered by the licence

3. Royalty Calculations: Detailed methodology for calculating royalties

4. Service Level Agreement: Performance metrics and support requirements

5. Acceptance Testing: Procedures for testing and accepting the technology

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

Patents Act 1977: Primary legislation governing patent rights and enforcement in the UK, crucial for technology licensing involving patented innovations

Copyright, Designs and Patents Act 1988: Fundamental legislation protecting copyright and design rights, essential for software and technical documentation licensing

Trade Marks Act 1994: Legislation governing trademark protection and licensing, relevant for brand and technology-related marks

Trade Secrets Regulations 2018: Regulations protecting confidential business information and know-how, crucial for technology transfer agreements

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, affecting liability provisions in technology licenses

Contracts Rights of Third Parties Act 1999: Determines third parties' rights to enforce contractual terms, relevant for sub-licensing and assignment provisions

UK GDPR: Post-Brexit data protection regulation governing personal data processing and transfer in technology implementations

Data Protection Act 2018: UK's implementation of data protection standards, crucial for technology involving personal data processing

Competition Act 1998: Regulates anti-competitive practices, affecting exclusive licensing arrangements and market restrictions

Export Control Act 2002: Controls export of sensitive technologies, crucial for international technology licensing

Consumer Rights Act 2015: Protects consumer rights in B2C contracts, relevant if the technology is licensed to consumers

Electronic Commerce Regulations 2002: Governs electronic commerce aspects of technology licensing, particularly for online service delivery

Rome I Regulation: Determines applicable law in cross-border contracts, crucial for international technology licensing

Brussels Regime: Framework determining jurisdiction in cross-border disputes within Europe

Technology Transfer Block Exemption: Provides safe harbor for certain technology transfer agreements under competition law

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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