Non Exclusive License Agreement for India

Non Exclusive License Agreement Template for India

A Non-Exclusive License Agreement governed by Indian law is a legal document that grants permission to use intellectual property rights while allowing the owner to license the same rights to others. This agreement, structured under Indian jurisdiction, particularly considering the Indian Contract Act 1872 and relevant IP laws, establishes the terms and conditions for using patents, copyrights, trademarks, or other intellectual property. It details the scope of rights granted, payment terms, quality control measures, and obligations of both parties while ensuring compliance with Indian regulatory requirements and providing appropriate dispute resolution mechanisms within the Indian legal framework.

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What is a Non Exclusive License Agreement?

The Non-Exclusive License Agreement is essential in scenarios where intellectual property owners wish to maximize the value of their IP by licensing it to multiple users while retaining ownership rights. This document, governed by Indian law, is commonly used in technology transfers, software licensing, patent licensing, and various other IP-related transactions. It provides a comprehensive framework for protecting the interests of both the licensor and licensee while ensuring compliance with Indian intellectual property laws and regulations. The agreement typically includes detailed provisions on usage rights, territorial restrictions, quality control, payment terms, and termination conditions, making it suitable for both domestic and international licensing arrangements within the Indian legal context.

What sections should be included in a Non Exclusive License Agreement?

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Explains the context, including the licensor's ownership of the intellectual property and the licensee's desire to use it

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Grant of License: Specifies the exact nature and scope of the non-exclusive license being granted

5. Territory: Defines the geographical areas where the license can be exercised

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

7. License Fees and Payment Terms: Details the financial terms, including license fees, royalties, and payment schedules

8. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed property

9. Licensor Obligations: Defines the licensor's ongoing responsibilities and support obligations

10. Intellectual Property Rights: Clarifies ownership and protection of the licensed IP

11. Warranties and Representations: States the parties' warranties regarding their authority and the licensed property

12. Indemnification: Outlines mutual or unilateral indemnification obligations

13. Confidentiality: Protects confidential information exchanged during the agreement

14. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes

15. Notices: Specifies how formal communications between parties should be made

16. General Provisions: Includes standard boilerplate clauses like severability, entire agreement, and amendments

What sections are optional to include in a Non Exclusive License Agreement?

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

2. Sub-licensing Rights: Include when the licensee may need to sub-license the rights to third parties

3. Marketing and Promotion: Necessary when the agreement involves branding or marketing requirements

4. Technical Support: Include when the license requires ongoing technical support or maintenance

5. Export Control: Required when the licensed property may be subject to export regulations

6. Source Code Escrow: Include for software licenses where source code access might be needed in specific circumstances

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

8. Insurance: Required when the licensed activity requires specific insurance coverage

9. Force Majeure: Include when parties want protection from unforeseen circumstances affecting performance

What schedules should be included in a Non Exclusive License Agreement?

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

2. Schedule B - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods

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

4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures if applicable

5. Schedule E - Support Services: Details of any technical support or maintenance services

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

7. Schedule G - Territory Map: Detailed definition of the licensed territory if geographical restrictions apply

8. Appendix 1 - Reporting Templates: Standard forms for required periodic reports

9. Appendix 2 - Contact Details: Key contact information for both parties

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
Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Media and Entertainment

Telecommunications

Research and Development

Biotechnology

Consumer Goods

Education

Publishing

Fashion and Retail

Automotive

Healthcare

Relevant Teams

Legal

Intellectual Property

Business Development

Research and Development

Commercial

Compliance

Technology

Innovation

Product Management

Corporate Strategy

Operations

Finance

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Chief Technology Officer

Research and Development Director

Commercial Director

Compliance Officer

Contract Manager

Innovation Manager

Patent Attorney

Technology Transfer Officer

Product Manager

Chief Executive Officer

Chief Legal Officer

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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