The Sub Licence Agreement is a critical document used when a licensee of intellectual property rights wishes to extend those rights to third parties in Nigeria. This agreement type is commonly utilized in various commercial contexts, from technology transfer to manufacturing arrangements, and must comply with Nigerian intellectual property laws, including the Patents and Designs Act, Copyright Act, and Trademarks Act. The document typically details the scope of licensed rights, territorial restrictions, quality control requirements, and payment terms, while ensuring alignment with the head license agreement. It's particularly important in the Nigerian market where local content requirements and technology transfer considerations often necessitate sub-licensing arrangements. The agreement must address both the protection of the original IP owner's rights and the commercial interests of all parties involved, while ensuring compliance with Nigerian regulatory requirements, including those of the National Office for Technology Acquisition and Promotion (NOTAP) where applicable.
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1. Parties: Identification of the sub-licensor and sub-licensee, including registered addresses and company details
2. Background: Context of the agreement, including reference to the head license and confirmation of authority to sub-license
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed IP, Territory, and Permitted Use
4. Grant of Sub-License: Scope of the sub-license, including any territorial or field-of-use restrictions
5. Duration and Termination: Term of the sub-license and circumstances under which it can be terminated
6. Payment Terms: Details of license fees, royalties, payment schedules, and calculation methods
7. Obligations of Sub-Licensee: Key responsibilities including quality control, reporting, and compliance requirements
8. Protection of IP Rights: Provisions for maintaining and protecting the licensed intellectual property
9. Warranties and Representations: Warranties regarding authority to sub-license and IP ownership
10. Indemnification: Mutual indemnification provisions for breach of warranties or third-party claims
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Quality Control: Detailed quality control provisions when sub-licensing involves manufacturing or product development
2. Marketing and Promotion: Requirements for marketing and promoting licensed products or services
3. Technology Transfer: Provisions for technical support and knowledge transfer if required
4. Export Controls: Export restriction clauses when dealing with international territories
5. Performance Obligations: Minimum performance requirements or sales targets
6. Improvements: Provisions dealing with improvements to the licensed IP
7. Competition Compliance: Specific provisions ensuring compliance with competition laws
8. Local Content Requirements: Provisions addressing Nigerian local content requirements if applicable
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being sub-licensed
2. Schedule 2 - Territory: Definition and/or map of licensed territory
3. Schedule 3 - Permitted Use: Detailed description of permitted uses of the licensed IP
4. Schedule 4 - Payment Terms: Detailed breakdown of all fees, royalties, and payment calculations
5. Schedule 5 - Quality Standards: Specific quality control requirements and standards
6. Schedule 6 - Head License Terms: Relevant excerpts from the head license agreement
7. Schedule 7 - Reporting Templates: Templates for required periodic reports
8. Appendix A - Technical Specifications: Technical details of licensed technology or products
Relevant legal definitions
Agreement
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Head License
Head Licensor
Head Licensee
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Marks
Licensed Patents
Licensed Know-How
License Fee
License Period
Net Sales
NOTAP
Permitted Use
Quality Standards
Quarterly Report
Renewal Term
Royalties
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Information
Term
Territory
Third Party
Trade Secrets
Working Day
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Head License
Head Licensor
Head Licensee
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Technology
Licensed Marks
Licensed Patents
Licensed Know-How
License Fee
License Period
Net Sales
NOTAP
Permitted Use
Quality Standards
Quarterly Report
Renewal Term
Royalties
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Information
Term
Territory
Third Party
Trade Secrets
Working Day
Clauses
Definitions
Grant of Rights
Scope of License
Territory
Term and Termination
Payment and Royalties
Quality Control
Intellectual Property Protection
Confidentiality
Warranties and Representations
Indemnification
Assignment and Sub-Licensing
Regulatory Compliance
Record Keeping and Audit Rights
Reports and Inspections
Non-Competition
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Technical Support
Performance Requirements
Export Control
Local Content Requirements
Technology Transfer
Brand Usage
Product Marking
Improvements
Grant of Rights
Scope of License
Territory
Term and Termination
Payment and Royalties
Quality Control
Intellectual Property Protection
Confidentiality
Warranties and Representations
Indemnification
Assignment and Sub-Licensing
Regulatory Compliance
Record Keeping and Audit Rights
Reports and Inspections
Non-Competition
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Technical Support
Performance Requirements
Export Control
Local Content Requirements
Technology Transfer
Brand Usage
Product Marking
Improvements
Relevant Industries
Technology and Software
Manufacturing
Pharmaceuticals
Consumer Goods
Entertainment and Media
Telecommunications
Oil and Gas
Automotive
Fashion and Retail
Food and Beverage
Agriculture
Healthcare
Education
Financial Services
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Operations
Compliance
Research and Development
Quality Assurance
Finance
Technical Operations
Product Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Contract Administrator
Chief Technology Officer
Chief Legal Officer
Operations Director
Compliance Officer
IP Rights Administrator
Technology Transfer Officer
Quality Assurance Manager
Product Development Manager
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