Non Exclusive License Agreement Template for New Zealand

A Non Exclusive License Agreement is a legal contract that allows you to grant usage rights to your intellectual property while maintaining the freedom to license the same IP to other parties. Under New Zealand law, this agreement type provides flexibility for IP owners who want to generate multiple revenue streams from their assets without surrendering exclusive control to any single licensee.

When do you need this document?

You need a Non Exclusive License Agreement when you own intellectual property and want to allow others to use it while keeping your options open for additional licensing opportunities. This is particularly common in software development where you might license your application to multiple distributors, in manufacturing where you license production methods to various companies, or in content creation where you allow multiple platforms to use your material. Educational institutions frequently use these agreements when licensing research findings to commercial partners, and government agencies often employ them when making publicly funded innovations available to industry. The non-exclusive nature means you can negotiate separate deals with competitors, maximizing your IP's commercial potential.

Key legal considerations

Your agreement must clearly define the scope of rights being granted, including specific uses permitted and any restrictions on the licensee's activities. Payment structures require careful consideration, whether you choose upfront fees, ongoing royalties, or milestone-based payments. Quality control provisions are crucial to protect your IP's value and reputation, allowing you to maintain standards across all licensees. Termination clauses should specify grounds for ending the agreement and procedures for handling ongoing obligations. You must also address liability and indemnification issues, determining who bears responsibility for potential IP infringement claims or damages arising from the licensee's use of your property.

Legal requirements in New Zealand

Under the Contract and Commercial Law Act 2017, your license agreement must meet fundamental contract requirements including clear offer and acceptance, consideration, and mutual understanding of terms. The Copyright Act 1994 governs licensing of creative works, requiring written agreements for exclusive licenses and defining the scope of rights that can be granted. If your IP includes patents, the Patents Act 2013 sets out specific requirements for patent licensing arrangements and the rights that can be transferred. For trademark licensing under the Trade Marks Act 2002, you must maintain quality control to preserve your trademark's distinctiveness and validity. The agreement should specify New Zealand as the governing law and jurisdiction for dispute resolution, ensuring enforceability in local courts. Additionally, consider whether your licensing arrangement might trigger obligations under the Fair Trading Act 1986 if it involves consumer-facing products or services.