Non Transferable License Template for New Zealand

A Non Transferable License is a specialized legal agreement that allows you to grant specific usage rights to your intellectual property while maintaining complete control over distribution and transfer. Under New Zealand law, this document provides a framework for licensing arrangements where you want to permit use of your intellectual property without allowing the licensee to pass those rights on to others.

When do you need this document?

You need a Non Transferable License when licensing software to end users who should not redistribute the application, granting access to proprietary research or data that must remain confidential, or allowing use of copyrighted content for specific purposes only. This agreement is also essential when licensing technology or know-how to business partners while preventing them from sublicensing to competitors, or when providing limited access to intellectual property where maintaining exclusivity is crucial to your business model. The document becomes particularly important in situations where the value of your intellectual property depends on controlling its distribution and preventing unauthorized use.

Key legal considerations

The license grant clause must clearly specify the exact rights being granted while explicitly stating the non-transferable nature of the arrangement. You should define the scope of permitted use, including any territorial, temporal, or field-of-use restrictions that apply to the licensee. Payment terms and royalty structures need careful consideration, particularly how fees are calculated and when they become due. The agreement should address termination conditions, including what happens to licensed materials upon expiration or breach, and whether the licensee must delete or return proprietary information. Intellectual property ownership clauses must confirm that you retain all rights not expressly granted, and any improvements or modifications made by the licensee should be addressed to prevent disputes over derivative works.

Legal requirements in New Zealand

Under the Copyright Act 1994, your license must respect the specific rights granted under copyright law and cannot exceed the scope of protection available for your particular type of intellectual property. The Contract and Commercial Law Act 2017 requires that license terms be clear, unambiguous, and not unconscionable, with particular attention to any penalty clauses or termination provisions. If you're licensing to consumers, the Consumer Guarantees Act 1993 may impose additional obligations regarding the quality and fitness for purpose of licensed materials. The Fair Trading Act 1986 prohibits misleading or deceptive conduct, so all representations about the licensed property must be accurate and substantiated. For valuable intellectual property rights, you may need to consider registration under the Personal Property Securities Act 1999 to protect your interests, particularly if the license involves significant ongoing payments or creates security interests in the licensed materials.