Limited License Agreement for India

Limited License Agreement Template for India

A Limited License Agreement under Indian law is a comprehensive legal document that establishes the terms and conditions under which specific intellectual property rights are granted for a defined purpose, duration, and territory. This agreement, governed by Indian intellectual property and contract laws, carefully delineates the scope of permitted use, restrictions, payment terms, and obligations of both parties. It includes essential provisions for protecting the licensor's IP rights while enabling the licensee to utilize the licensed material within agreed parameters, incorporating necessary compliance requirements under Indian legislation including the Contract Act, 1872 and relevant IP laws.

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What is a Limited License Agreement?

The Limited License Agreement is a crucial document used in Indian business transactions where one party (licensor) wishes to grant another party (licensee) specific, limited rights to use their intellectual property while retaining ownership and control. This document is particularly relevant in scenarios involving software licensing, technology transfer, patent utilization, or brand licensing. The agreement must comply with Indian legal requirements, including those set forth in the Indian Contract Act, 1872, and various intellectual property statutes. It typically includes detailed provisions on usage rights, territorial restrictions, payment terms, quality control measures, and termination conditions. The Limited License Agreement is essential for businesses seeking to monetize their intellectual property while maintaining control over its use and protecting their rights under Indian law.

What sections should be included in a Limited License Agreement?

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers

2. Background: Context of the agreement, ownership of the licensed material, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Specific rights being granted, scope of the license, and any territorial restrictions

5. Term and Termination: Duration of the license and circumstances under which it can be terminated

6. License Fees and Payment Terms: Financial terms, payment schedule, and any royalty calculations

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

8. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

9. Confidentiality: Protection of confidential information exchanged during the license period

10. Warranties and Representations: Standard warranties regarding ownership and right to license

11. Limitation of Liability: Caps on liability and exclusions of certain types of damages

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

What sections are optional to include in a Limited License Agreement?

1. Quality Control: Required when licensing involves branded products or services that need to maintain specific standards

2. Sub-licensing Rights: Include when licensee may need to grant sub-licenses

3. Source Code Escrow: Necessary for software licenses where source code access might be required in specific circumstances

4. Export Control: Required when licensed material may be subject to export regulations

5. Training and Support: Include when the license includes ongoing technical support or training obligations

6. Insurance Requirements: Necessary when licensed activities require specific insurance coverage

7. Audit Rights: Include when licensor needs right to audit licensee's use or royalty calculations

8. Data Protection: Required when license involves processing of personal data

What schedules should be included in a Limited License Agreement?

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

2. Schedule 2 - License Fees: Detailed breakdown of fees, royalty calculations, and payment terms

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

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable

5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material

7. Appendix B - Quality Standards: Quality control requirements and specifications

8. Appendix C - Reporting Templates: Standard forms for required reports and notifications

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

India

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Clauses
Relevant Industries

Information Technology

Software Development

Manufacturing

Research and Development

Education

Pharmaceuticals

Biotechnology

Media and Entertainment

Telecommunications

Automotive

Consumer Electronics

Industrial Technology

Healthcare

Publishing

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Product Development

Information Technology

Compliance

Finance

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Technology Transfer Officer

Commercial Director

Chief Legal Officer

IP Rights Manager

Software Licensing Manager

Patent Attorney

Research Director

Product Manager

Chief Technology Officer

Innovation 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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