Sole License for Ireland

Sole License Template for Ireland

A Sole License agreement under Irish law is a specialized legal document that grants exclusive rights to a licensee while allowing the licensor to retain their own usage rights. This agreement, governed by Irish intellectual property and contract law, establishes the terms under which the licensee becomes the only party permitted to commercially exploit the licensed property apart from the licensor. The document covers essential elements including license scope, territory restrictions, payment terms, quality control measures, and compliance with Irish competition law, while providing comprehensive protection for both parties' interests in the licensed intellectual property.

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What is a Sole License?

The Sole License agreement is a crucial document used when an intellectual property owner wishes to grant exclusive commercial rights to another party while retaining their own usage rights. This type of agreement, governed by Irish law, is particularly valuable in situations where the licensor wants to maintain some control over their intellectual property while allowing another party to be the sole commercial distributor or user in a specified territory. The Sole License differs from an exclusive license as it permits the licensor to continue using the IP themselves. The agreement must comply with Irish intellectual property legislation, including the Copyright and Related Rights Act 2000 and the Patents Act 1992, as well as relevant EU regulations. It typically includes detailed provisions on territory restrictions, quality control, payment terms, and performance obligations, making it suitable for various commercial arrangements from technology licensing to brand merchandising.

What sections should be included in a Sole License?

1. Parties: Formal identification of the Licensor and Licensee with full legal names and registered addresses

2. Background: Context of the agreement, including brief description of the intellectual property and purpose of the license

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Grant of License: Specific terms of the sole license grant, including scope, territory, and field of use

5. Duration and Termination: Term of the license, renewal provisions, and circumstances for termination

6. License Fees and Payment Terms: Financial terms including license fees, royalties, payment schedules, and reporting requirements

7. Licensee Obligations: Specific duties and responsibilities of the Licensee in using the licensed rights

8. Licensor Obligations: Responsibilities of the Licensor, including maintaining IP rights and providing support

9. Quality Control: Standards and requirements for maintaining quality in the use of the licensed rights

10. Intellectual Property Protection: Provisions for protecting the IP, including handling infringement and maintaining registrations

11. Warranties and Indemnities: Representations, warranties, and indemnification provisions from both parties

12. Confidentiality: Provisions for protecting confidential information shared during the license relationship

13. General Provisions: Standard legal clauses including governing law, notices, assignment, and entire agreement

What sections are optional to include in a Sole License?

1. Sub-licensing Rights: Include when the Licensee may be granted rights to sub-license to third parties

2. Technology Transfer: Include when technical knowledge or know-how transfer is part of the license

3. Research and Development: Include when the license involves ongoing R&D obligations

4. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

5. Export Control: Include when the licensed rights involve international trade restrictions

6. Competition Law Compliance: Include when the license might raise competition law concerns

7. Source Code Escrow: Include for software licenses where source code protection is needed

8. Performance Targets: Include when the license is contingent on meeting specific performance metrics

What schedules should be included in a Sole License?

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed

2. Schedule 2 - Territory: Detailed definition of the geographic territory covered by the license

3. Schedule 3 - Technical Specifications: Technical details and requirements for using the licensed property

4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and procedures

5. Schedule 5 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

6. Schedule 6 - Reporting Templates: Templates for required periodic reports and notifications

7. Appendix A - Form of Royalty Report: Standard format for royalty reporting

8. Appendix B - Approved Sub-contractors: List of pre-approved sub-contractors 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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Pharmaceuticals

Biotechnology

Manufacturing

Consumer Products

Media and Entertainment

Telecommunications

Research and Development

Education

Healthcare

Industrial Design

Fashion and Apparel

Automotive

Aerospace

Chemical Industry

Clean Technology

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Operations

Technology Transfer

Innovation

Licensing

Executive Leadership

Finance

Compliance

Technical Operations

Relevant Roles

Chief Legal Officer

Head of Intellectual Property

Licensing Manager

Commercial Director

Chief Technology Officer

Research Director

Business Development Manager

IP Counsel

General Counsel

Contract Manager

Technology Transfer Officer

Innovation Director

Chief Executive Officer

Operations Director

Patent Attorney

Legal Counsel

Commercialization Manager

Industries
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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