Sub License Agreement for India

Sub License Agreement Template for India

A Sub License Agreement under Indian law is a legally binding document that enables a licensee of intellectual property rights to grant some or all of those rights to a third party (sub-licensee). The agreement operates within the framework of Indian intellectual property laws, including the Patents Act 1970, Copyright Act 1957, and Trade Marks Act 1999, while also complying with the Indian Contract Act 1872. It details the scope of rights being sub-licensed, usage restrictions, quality control requirements, payment terms, and obligations of all parties involved, ensuring proper protection of the intellectual property throughout the licensing chain.

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What is a Sub License Agreement?

The Sub License Agreement is essential in situations where a party holding licensed intellectual property rights wishes to extend these rights to additional parties in India. This document is commonly used in commercial arrangements where the original licensee has been granted the right to sub-license and seeks to maximize the value of their licensed intellectual property through further distribution or commercialization. The agreement must carefully balance the interests of all parties in the licensing chain while ensuring compliance with Indian intellectual property and contract laws. It typically includes detailed provisions on the scope of rights, territorial restrictions, quality control measures, payment structures, and termination rights, with particular attention to the relationship between the original license and the sub-license to maintain consistency and prevent breaches of the original license terms.

What sections should be included in a Sub License Agreement?

1. Parties: Identification of the sub-licensor (who holds the original license) and sub-licensee, including their registered addresses and company details

2. Background: Context of the agreement, including confirmation of the original license and the sub-licensor's right to grant sub-licenses

3. Definitions: Defined terms used throughout the agreement, including specific technical, legal, and commercial terms

4. Grant of Sub-License: Explicit terms of the sub-license grant, including scope, territory, and any restrictions

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

6. Payment Terms: Financial terms including license fees, royalties, payment schedules, and calculation methods

7. Sub-Licensee Obligations: Specific duties and responsibilities of the sub-licensee in using the licensed rights

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

9. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement

10. Confidentiality: Protection of confidential information exchanged during the agreement

11. Warranties and Indemnities: Representations about the licensed rights and protection against claims

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

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

1. Sub-License Transfer Rights: Include when further sub-licensing rights are to be granted to the sub-licensee

2. Improvements: Include when dealing with technological IP where improvements may be developed

3. Export Control: Include when the licensed rights involve cross-border usage or technology transfer

4. Source Code Escrow: Include when licensing software with critical source code

5. Training and Support: Include when technical support or training is part of the sub-license arrangement

6. Insurance: Include when specific insurance requirements are needed for high-risk licenses

7. Compliance with Original License: Include detailed provisions when original license has specific compliance requirements

What schedules should be included in a Sub License Agreement?

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

2. Schedule 2 - Original License Agreement: Copy or relevant excerpts of the original license agreement

3. Schedule 3 - Territory: Detailed description of geographical areas where sub-license rights can be exercised

4. Schedule 4 - Payment Terms: Detailed breakdown of financial terms, royalty calculations, and payment schedules

5. Schedule 5 - Quality Standards: Specific quality control requirements and standards to be maintained

6. Schedule 6 - Technical Specifications: Technical details and specifications of licensed technology or products

7. Appendix A - Approved Forms of Use: Examples and guidelines for acceptable use of licensed rights

8. Appendix B - Reporting Templates: Standard forms for required periodic 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
Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Pharmaceuticals and Healthcare

Manufacturing

Telecommunications

Media and Entertainment

Retail and Consumer Goods

Automotive

Biotechnology

Research and Development

Fashion and Luxury Goods

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Compliance

Contracts Administration

Technology Transfer

Product Development

Corporate Strategy

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Commercial Director

Business Development Manager

Chief Technology Officer

Head of Research and Development

Compliance Officer

Contract Manager

Chief Legal Officer

Technology Transfer Officer

IP Rights Administrator

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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