Cross License Agreement for Nigeria

Cross License Agreement Template for Nigeria

A Cross License Agreement under Nigerian law is a bilateral contract where two parties grant each other rights to use their respective intellectual property assets. This agreement is governed by Nigerian intellectual property laws, including the Patents and Designs Act 1971 and related legislation. It typically includes detailed provisions for the scope of licenses granted, territorial restrictions, technical specifications, and compliance with Nigerian technology transfer regulations. The agreement addresses mutual rights, obligations, and protective measures for both parties while ensuring compliance with Nigerian competition laws and foreign investment requirements.

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What is a Cross License Agreement?

A Cross License Agreement is essential when two organizations wish to share their intellectual property rights reciprocally, typically used in technology-intensive industries operating in Nigeria. This document is particularly relevant when companies hold complementary patents or technologies and wish to avoid potential infringement issues while fostering technological collaboration. The agreement must comply with Nigerian intellectual property laws, including the Patents and Designs Act 1971, and requires registration with the National Office for Technology Acquisition and Promotion. It's commonly used in situations where companies need access to each other's patent portfolios to develop or manufacture products, or when resolving patent disputes through mutual licensing arrangements.

What sections should be included in a Cross License Agreement?

1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, brief description of each party's business and IP portfolio, and purpose of the cross-licensing arrangement

3. Definitions: Detailed definitions of terms used throughout the agreement, including technical terms and IP-related terminology

4. Grant of License: Mutual licensing provisions, scope of rights granted by each party to the other

5. Field of Use: Specific fields or industries where the licensed IP may be used

6. Territory: Geographic scope of the license rights

7. Term and Termination: Duration of the agreement and circumstances under which it may be terminated

8. Royalties and Payments: Financial terms, including any royalty calculations, payment schedules, and currency specifications

9. Representations and Warranties: Each party's assertions regarding IP ownership and right to license

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

11. IP Protection and Enforcement: Obligations regarding IP protection and enforcement against third parties

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

13. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

14. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement

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

1. Improvements: Terms regarding rights to technological improvements - include when future developments are expected

2. Sub-licensing Rights: Terms for sub-licensing - include when parties may need to grant sub-licenses

3. Quality Control: Quality standards for licensed products - include for manufacturing or product-related licenses

4. Export Control: Export restrictions and compliance - include for international licensing arrangements

5. Technology Transfer: Specific provisions for technology transfer - include when technical knowledge sharing is involved

6. Most Favored Licensee: Ensures best terms are offered - include when competitive advantage is crucial

7. Patent Marking: Requirements for marking licensed products - include for patent-heavy agreements

8. Regulatory Compliance: Industry-specific compliance requirements - include for regulated industries

What schedules should be included in a Cross License Agreement?

1. Schedule A - Licensed Patents: Detailed list of patents included in the cross-license from first party

2. Schedule B - Licensed Patents: Detailed list of patents included in the cross-license from second party

3. Schedule C - Licensed Trademarks: List of any trademarks included in the licensing arrangement

4. Schedule D - Technical Documentation: List of technical documents to be shared between parties

5. Schedule E - Royalty Calculations: Detailed methodology for calculating any royalties or payments

6. Appendix 1 - Approved Sub-licensees: List of pre-approved sub-licensees, if applicable

7. Appendix 2 - Quality Standards: Detailed quality control requirements and specifications

8. Appendix 3 - Technology Transfer Plan: Detailed plan for any required technology transfer activities

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

Nigeria

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Telecommunications

Pharmaceuticals

Manufacturing

Automotive

Electronics

Software Development

Biotechnology

Semiconductor

Consumer Electronics

Industrial Equipment

Research and Development

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Technical Operations

Compliance

Innovation

Patent Administration

Technology Transfer

Corporate Affairs

Relevant Roles

Legal Counsel

Intellectual Property Manager

Patent Attorney

Licensing Manager

Chief Technology Officer

Research and Development Director

Chief Legal Officer

Business Development Manager

Technology Transfer Officer

Innovation Manager

Corporate Counsel

Patent Engineer

Intellectual Property Analyst

Technical Director

Compliance 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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