Master License for New Zealand

Master License Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which intellectual property rights are licensed from one party (licensor) to another (licensee). This document serves as an overarching framework for licensing relationships, detailing rights granted, usage restrictions, payment terms, and compliance requirements. It incorporates specific provisions required under New Zealand legislation, including the Contract and Commercial Law Act 2017 and relevant intellectual property statutes, while providing flexibility to accommodate various types of intellectual property and licensing arrangements through its schedules and appendices.

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What is a Master License?

The Master License Agreement is a fundamental commercial document used when one party wishes to grant another party rights to use specific intellectual property or proprietary materials while retaining ownership. This agreement type is particularly relevant in New Zealand's commercial landscape, where it must comply with local legislation including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant IP laws. The Master License Agreement serves as an umbrella agreement that can be supplemented with specific schedules and statements of work, making it suitable for complex licensing arrangements. It typically includes comprehensive provisions for intellectual property protection, usage rights, payment terms, service levels, and termination rights, while being adaptable to various industries and licensing scenarios.

What sections should be included in a Master License?

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Sets out the context of the agreement, including the licensor's ownership of the intellectual property and the licensee's desire to use it

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the scope, nature, and territory of the license granted

5. License Fees and Payment Terms: Details the financial terms, payment schedule, and any adjustment mechanisms

6. Intellectual Property Rights: Confirms ownership of IP and specifies any restrictions on use

7. Confidentiality: Defines confidential information and obligations regarding its protection

8. Term and Termination: Specifies duration, renewal options, and circumstances for termination

9. Warranties and Representations: Sets out warranties regarding IP ownership, right to license, and performance

10. Limitation of Liability: Defines the extent and limitations of each party's liability

11. Dispute Resolution: Outlines the process for resolving disputes between parties

12. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and assignment

What sections are optional to include in a Master License?

1. Service Levels: Include when the license includes software or services with specific performance requirements

2. Data Protection: Required when the licensed product involves processing personal data

3. Source Code Escrow: Include for software licenses where source code protection is required

4. Audit Rights: Include when usage monitoring or compliance verification is necessary

5. Territory Restrictions: Include when the license is limited to specific geographic regions

6. Sub-licensing Rights: Include when the licensee may need to sub-license to affiliates or third parties

7. Professional Services: Include when implementation or support services are part of the arrangement

8. Export Controls: Include when the licensed material is subject to export regulations

What schedules should be included in a Master License?

1. Schedule 1 - Licensed Materials: Detailed description of all intellectual property being licensed

2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods

3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed materials

4. Schedule 4 - Service Levels: Detailed service level commitments and metrics (if applicable)

5. Schedule 5 - Support Services: Description of support and maintenance services provided

6. Schedule 6 - Approved Sub-licensees: List of approved sub-licensees and related terms (if applicable)

7. Appendix A - Change Control Procedure: Process for managing changes to licensed materials or terms

8. Appendix B - Security Requirements: Security standards and requirements for handling licensed materials

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

New Zealand

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Intellectual Property

Manufacturing

Media and Entertainment

Pharmaceuticals and Biotechnology

Research and Development

Telecommunications

Consumer Products

Professional Services

Education

Relevant Teams

Legal

Commercial

Intellectual Property

Finance

Operations

Risk and Compliance

Research and Development

Product Development

Business Development

Information Technology

Relevant Roles

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Commercial Director

Licensing Manager

Contract Manager

Business Development Manager

Chief Technology Officer

Head of Operations

Risk Manager

Compliance Officer

Chief Financial Officer

Product Manager

Research 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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