Trade Secret Licence Agreement for the United Kingdom

Trade Secret Licence Agreement Template for England and Wales

A Trade Secret Licence Agreement under English and Welsh law is a legally binding contract that allows one party (the licensor) to grant another party (the licensee) rights to use specific confidential information or trade secrets while maintaining their confidential nature. The agreement is governed by the Trade Secrets (Enforcement, etc.) Regulations 2018 and common law principles of confidentiality, providing detailed terms for use, protection, and commercialization of the trade secrets.

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What is a Trade Secret Licence Agreement?

A Trade Secret Licence Agreement is essential when businesses wish to commercialize their confidential information while maintaining control over its use and dissemination. Under English and Welsh law, this agreement provides a framework for protecting valuable business secrets while enabling commercial exploitation. It typically includes detailed provisions on permitted uses, security measures, confidentiality obligations, and commercial terms. The agreement is particularly relevant when companies need to share proprietary information with partners, suppliers, or customers while ensuring legal protection under the Trade Secrets (Enforcement, etc.) Regulations 2018.

What sections should be included in a Trade Secret Licence Agreement?

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

2. Background: Context of the agreement and ownership of trade secrets

3. Definitions: Key terms used throughout the agreement, including definition of trade secrets and confidential information

4. Grant of Licence: Scope and nature of the licence granted, including permitted uses and restrictions

5. Confidentiality Obligations: Core obligations regarding protection of trade secrets and security measures

6. Term and Termination: Duration of the agreement and circumstances for termination

7. Fees and Payment: Financial terms, payment conditions, and royalty arrangements

8. Warranties and Representations: Warranties regarding ownership and right to license the trade secrets

9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Trade Secret Licence Agreement?

1. Improvements: Rights and obligations regarding improvements to the trade secrets made by either party

2. Sub-licensing Rights: Provisions governing the right to sub-license trade secrets to third parties

3. Territory Restrictions: Geographical limitations on use of the licensed trade secrets

4. Quality Control: Standards and requirements for using trade secrets in products or services

5. Audit Rights: Rights to audit licensee's use and protection of trade secrets

What schedules should be included in a Trade Secret Licence Agreement?

1. Schedule 1 - Description of Trade Secrets: Detailed description and specification of the licensed trade secrets

2. Schedule 2 - Approved Uses: Specific permitted uses and applications of the trade secrets

3. Schedule 3 - Security Measures: Required security protocols and measures for protecting trade secrets

4. Schedule 4 - Fee Schedule: Detailed breakdown of licence fees, royalties, and payment terms

5. Schedule 5 - Authorised Personnel: List of individuals authorized to access and use the trade secrets

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

Cost

Free to use
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Primary UK legislation implementing the EU Trade Secrets Directive, defining trade secrets, their protection, and enforcement measures

Intellectual Property (Enforcement, etc.) Regulations 2006: Legislation governing the enforcement of intellectual property rights and available remedies

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental contract law legislation governing formalities for creating certain types of contracts

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts and limiting the extent to which liability can be excluded

Misrepresentation Act 1967: Legislation dealing with false statements made during contract formation and their remedies

Common Law Confidentiality Principles: Case law principles governing breach of confidence and equitable doctrine of confidentiality

Competition Act 1998: Legislation prohibiting anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Legislation dealing with competition law enforcement and market investigations

Employment Rights Act 1996: Legislation governing employment relationships and relevant for employee-related trade secrets

UK GDPR: Data protection legislation governing the processing of personal data in the UK post-Brexit

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

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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