Irrevocable License for Nigeria

Irrevocable License Template for Nigeria

This agreement template is designed for establishing permanent, non-revocable licensing arrangements under Nigerian law. It provides a comprehensive framework for granting irrevocable rights to use intellectual property, technology, or other proprietary assets, while ensuring compliance with Nigerian legal requirements, including the Patents and Designs Act, Copyright Act, and relevant commercial regulations. The document incorporates specific provisions for perpetual rights, consideration structures, quality control measures, and dispute resolution mechanisms tailored to the Nigerian legal system, while maintaining the critical characteristic of irrevocability throughout its terms.

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What is a Irrevocable License?

This document template serves as a foundational framework for creating Irrevocable License agreements under Nigerian law, typically used when parties intend to establish permanent, non-withdrawable rights to use intellectual property, technology, or other protected assets. It is particularly suitable for situations requiring long-term certainty in licensing arrangements, such as mission-critical technology implementations, core business operations, or strategic partnerships. The template incorporates essential elements required by Nigerian legislation, including the Patents and Designs Act, Copyright Act, and Commercial Law provisions, while addressing specific requirements for irrevocable grants of rights. It includes comprehensive provisions for payment structures, quality control, technical specifications, and dispute resolution mechanisms, all adapted to comply with Nigerian legal requirements and business practices.

What sections should be included in a Irrevocable License?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the licensed property

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

4. Grant of License: Detailed description of the license grant, explicitly stating its irrevocable nature

5. Scope of License: Specific rights granted, permitted uses, and any territorial limitations

6. Duration: Term of the license, emphasizing its perpetual/irrevocable nature

7. Consideration: Payment terms, royalties, or other consideration for the license

8. Licensee Obligations: Core obligations and responsibilities of the licensee

9. Licensor Obligations: Core obligations and responsibilities of the licensor

10. Intellectual Property Rights: Ownership and protection of intellectual property

11. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement

12. Limitation of Liability: Limitations on parties' liability and indemnification provisions

13. Dispute Resolution: Procedures for handling disputes, including governing law and jurisdiction

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

What sections are optional to include in a Irrevocable License?

1. Quality Control: Requirements for maintaining quality standards - include when licensing trademarks or branded products

2. Technical Requirements: Technical specifications and standards - include for software or technology licenses

3. Maintenance and Support: Terms for ongoing support - include for software or technical licenses

4. Sub-licensing Rights: Terms for sub-licensing - include if sub-licensing is permitted

5. Export Control: Export control provisions - include for international licenses or controlled technologies

6. Data Protection: Data protection and privacy provisions - include when personal data is involved

7. Source Code Escrow: Source code escrow arrangements - include for critical software licenses

8. Training and Implementation: Terms for training and implementation support - include for complex technical licenses

What schedules should be included in a Irrevocable License?

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

2. Schedule 2 - Payment Terms: Detailed payment structure, including royalty calculations if applicable

3. Schedule 3 - Technical Specifications: Technical requirements and specifications of the licensed property

4. Schedule 4 - Service Levels: Service level requirements and metrics, if applicable

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

6. Appendix A - Form of Reports: Templates for required reports or notifications

7. Appendix B - Quality Standards: Detailed quality control requirements and standards

8. Appendix C - 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

Nigeria

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology & Software

Manufacturing

Pharmaceuticals & Healthcare

Media & Entertainment

Telecommunications

Research & Development

Biotechnology

Energy

Financial Services

Education

Relevant Teams

Legal

Intellectual Property

Commercial

Technology

Finance

Compliance

Research & Development

Operations

Business Development

Product Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Chief Technology Officer

Licensing Manager

Business Development Manager

Contract Manager

Compliance Officer

Chief Financial Officer

Research & Development Director

Technical Director

Innovation Manager

Product Manager

Operations Director

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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