The Irrevocable License agreement is a specialized legal instrument used when a party wishes to grant permanent, non-revocable rights to another party under New Zealand law. This document is particularly crucial in situations involving long-term business relationships, significant investments, or strategic partnerships where the licensee requires certainty about continued access to the licensed property. The agreement comprehensively addresses the permanent nature of the license grant while ensuring compliance with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, relevant intellectual property statutes, and commercial regulations. It is commonly used in technology transfers, patent licensing, software distribution, and manufacturing arrangements where the licensee's business model depends on secure, long-term access to the licensed property. The document includes essential provisions for quality control, compliance monitoring, and dispute resolution while maintaining its fundamental characteristic as an irrevocable grant of rights.
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1. Parties: Identifies and defines the Licensor and Licensee with full legal names and addresses
2. Background: Explains the context of the agreement, including the nature of the licensed property and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Clearly states the irrevocable nature of the license and defines its scope, including territory, field of use, and whether exclusive or non-exclusive
5. License Fee and Payment Terms: Details the payment structure, including any ongoing royalties or one-time fees
6. Irrevocability Clause: Explicitly states the conditions under which the license is irrevocable and any surviving obligations
7. Representations and Warranties: States the parties' representations regarding ownership, authority to license, and other material facts
8. Use of Licensed Property: Specifies permitted and prohibited uses of the licensed property
9. Quality Control: Sets standards for the use of the licensed property
10. Confidentiality: Defines confidential information and obligations regarding its protection
11. Indemnification: Outlines each party's indemnification obligations
12. Governing Law: Specifies New Zealand law as governing law and jurisdiction
13. General Provisions: Includes standard boilerplate provisions such as notices, entire agreement, and severability
1. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses
2. Improvements: Include when dealing with intellectual property that may be improved upon, defining ownership of improvements
3. Source Code Escrow: Include for software licenses where source code protection is needed
4. Export Control: Include when the licensed property may be subject to export regulations
5. Insurance: Include when specific insurance requirements are needed for the licensed property
6. Audit Rights: Include when the licensor needs rights to audit the licensee's use or royalty calculations
7. Competition Law Compliance: Include when the license contains restrictions that may impact competition
8. Data Protection: Include when personal data processing is involved in the license arrangement
1. Schedule 1 - Licensed Property: Detailed description of the property being licensed, including technical specifications or intellectual property registrations
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment terms, royalty calculations, and payment milestones
3. Schedule 3 - Technical Requirements: Technical specifications, standards, or requirements for using the licensed property
4. Schedule 4 - Quality Control Standards: Specific quality control requirements and procedures
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Form of Reports: Templates for any required reporting under the license
7. Appendix B - Compliance Requirements: Detailed compliance requirements and procedures
Relevant legal definitions
Agreement
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Gross Revenue
Improvements
Intellectual Property Rights
Licensed Property
Licensed Technology
License Fee
License Period
Licensee
Licensor
Net Sales
Parties
Patent Rights
Permitted Purpose
Permitted Territory
Quality Standards
Quarterly Period
Related Company
Royalty
Specifications
Sub-licensee
Technical Information
Term
Third Party
Trade Marks
Updates
Use
Working Day
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Gross Revenue
Improvements
Intellectual Property Rights
Licensed Property
Licensed Technology
License Fee
License Period
Licensee
Licensor
Net Sales
Parties
Patent Rights
Permitted Purpose
Permitted Territory
Quality Standards
Quarterly Period
Related Company
Royalty
Specifications
Sub-licensee
Technical Information
Term
Third Party
Trade Marks
Updates
Use
Working Day
Clauses
Definitions
Grant of License
Irrevocability
License Fee
Payment Terms
Intellectual Property Rights
Quality Control
Confidentiality
Representations and Warranties
Indemnification
Sub-licensing
Territory Restrictions
Use Restrictions
Technical Support
Maintenance
Improvements
Reports and Audits
Record Keeping
Competition Law Compliance
Export Control
Data Protection
Force Majeure
Insurance
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Notices
Third Party Rights
Interpretation
Relationship of Parties
Survival
Grant of License
Irrevocability
License Fee
Payment Terms
Intellectual Property Rights
Quality Control
Confidentiality
Representations and Warranties
Indemnification
Sub-licensing
Territory Restrictions
Use Restrictions
Technical Support
Maintenance
Improvements
Reports and Audits
Record Keeping
Competition Law Compliance
Export Control
Data Protection
Force Majeure
Insurance
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Notices
Third Party Rights
Interpretation
Relationship of Parties
Survival
Relevant Industries
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Research and Development
Education
Telecommunications
Industrial Design
Consumer Products
Healthcare
Automotive
Energy
Mining
Relevant Teams
Legal
Intellectual Property
Commercial
Research and Development
Business Development
Operations
Technical
Compliance
Innovation
Product Development
Corporate Strategy
Risk Management
Technology Transfer
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Chief Technology Officer
Research Director
Business Development Manager
Licensing Manager
Contract Manager
Patent Attorney
Innovation Manager
Chief Executive Officer
Chief Legal Officer
Technology Transfer Officer
Product Development Manager
Research Scientist
Operations Director
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