The Limited Use License is a crucial legal document used when an organization or individual (licensor) wants to grant another party (licensee) specific, restricted rights to use their intellectual property, software, content, or technology while maintaining ownership and control. This agreement type is particularly relevant under Dutch law, which provides a robust framework for intellectual property protection and licensing through the Dutch Civil Code and related legislation. The document is commonly used in technology transfers, software licensing, content distribution, and research collaborations where the owner wants to maintain strict control over how their IP is used. It includes detailed provisions on usage scope, technical requirements, compliance with Dutch and EU regulations (including GDPR where applicable), and specific restrictions on modification, redistribution, or commercial exploitation.
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1. Parties: Identification and details of the licensor and licensee, including registered addresses and company details
2. Background: Context of the agreement, description of the licensed material, and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Specific rights being granted, scope of the license, and any territorial limitations
5. Usage Restrictions: Clear specification of what the licensee can and cannot do with the licensed material
6. Term and Termination: Duration of the license and circumstances under which it can be terminated
7. Payment Terms: License fees, payment schedule, and related financial terms
8. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
9. Warranties and Representations: Warranties provided by each party regarding the licensed material and its use
10. Liability and Indemnification: Limitations of liability and indemnification obligations
11. Confidentiality: Treatment of confidential information exchanged under the agreement
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Data Protection: Required when personal data processing is involved, including GDPR compliance provisions
2. Technical Requirements: Include when specific technical conditions must be met for using the licensed material
3. Support and Maintenance: Include when ongoing support or maintenance services are part of the license
4. Audit Rights: Include when licensor requires rights to audit licensee's use of the licensed material
5. Export Control: Required when the licensed material is subject to export control regulations
6. Source Code Escrow: Include for software licenses where source code escrow arrangements are needed
7. Security Requirements: Include when specific security measures must be implemented by the licensee
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including versions and specifications
2. Schedule 2 - Technical Specifications: Technical details and requirements for using the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Service Levels: Service level requirements if support/maintenance is included
5. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
6. Appendix B - Security Requirements: Detailed security requirements and protocols if applicable
Relevant legal definitions
Agreement
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure
Intellectual Property Rights
License Fee
Licensed Material
License Period
License Territory
Permitted Purpose
Prohibited Use
Security Requirements
Services
Specifications
Technical Requirements
Term
Updates
Usage Data
User Interface
Working Hours
Affiliate
Background IP
Derivative Works
Improvements
Installation Site
Maintenance Services
Object Code
Source Code
Support Services
Third Party Components
User Documentation
Virus
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure
Intellectual Property Rights
License Fee
Licensed Material
License Period
License Territory
Permitted Purpose
Prohibited Use
Security Requirements
Services
Specifications
Technical Requirements
Term
Updates
Usage Data
User Interface
Working Hours
Affiliate
Background IP
Derivative Works
Improvements
Installation Site
Maintenance Services
Object Code
Source Code
Support Services
Third Party Components
User Documentation
Virus
Clauses
Interpretation
License Grant
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Technical Requirements
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Security
Export Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Third Party Rights
Compliance with Laws
Anti-Corruption
Insurance
Reporting
Usage Monitoring
License Grant
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Technical Requirements
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Security
Export Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Third Party Rights
Compliance with Laws
Anti-Corruption
Insurance
Reporting
Usage Monitoring
Relevant Industries
Information Technology
Software Development
Media and Entertainment
Research and Development
Education
Manufacturing
Healthcare
Biotechnology
Telecommunications
Professional Services
Publishing
Gaming
Relevant Teams
Legal
Intellectual Property
Licensing
Compliance
Commercial
Business Development
Research and Development
Information Technology
Product Management
Risk Management
Procurement
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Technology Transfer Officer
IP Rights Manager
Commercial Director
Chief Legal Officer
Chief Technology Officer
Research Director
Software Licensing Manager
Content Licensing Manager
Procurement Manager
Risk Management Officer
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