The Out Licensing Agreement is a critical commercial document used when an intellectual property owner wishes to generate revenue by permitting others to use their intellectual property while retaining ownership. This agreement type is essential in the New Zealand market where intellectual property protection and commercialization are governed by robust legislation including the Patents Act 2013 and Copyright Act 1994. The document typically includes comprehensive terms covering license scope, royalty structures, quality control measures, and territorial restrictions. It's particularly relevant for businesses seeking to expand their market reach without directly entering new markets, or those wanting to monetize their intellectual property portfolio. The Out Licensing Agreement must comply with New Zealand's regulatory framework while protecting the licensor's interests and providing clear operational guidelines for the licensee.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the intellectual property and parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including whether exclusive or non-exclusive
5. License Fee and Royalties: Payment terms, including upfront fees, ongoing royalties, and payment mechanisms
6. Protection of Intellectual Property: Provisions for maintaining and protecting the licensed IP rights
7. Quality Control: Standards and requirements for use of the licensed IP
8. Representations and Warranties: Parties' assertions regarding IP ownership, authority to license, and other material facts
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Protection of confidential information exchanged during the relationship
11. Record Keeping and Audit Rights: Requirements for maintaining records and rights to audit
12. Dispute Resolution: Procedures for resolving disputes between parties
13. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Territory Restrictions: Include when license is limited to specific geographical areas
3. Improvements and New Developments: Include when parties anticipate modifications or improvements to the licensed IP
4. Technical Support and Training: Include when licensor will provide ongoing support or training
5. Marketing and Promotion: Include when specific marketing requirements or restrictions apply
6. Regulatory Compliance: Include for heavily regulated industries or products
7. Insurance Requirements: Include when specific insurance coverage is required
8. Source Code Escrow: Include for software licensing agreements
9. Export Control: Include when international usage is contemplated
10. Data Protection: Include when personal data processing is involved
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Royalty Calculations: Detailed formula and examples for calculating royalties
3. Schedule 3 - Quality Standards: Specific quality requirements and testing procedures
4. Schedule 4 - Technical Specifications: Detailed technical information about the licensed IP
5. Schedule 5 - Approved Forms of IP Marking: Required notices and markings for licensed products
6. Schedule 6 - Territory Definition: Detailed description of licensed territories if geographically restricted
7. Schedule 7 - Reporting Templates: Standard forms for required periodic reports
8. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks or brands
9. Appendix B - Support Services: Details of any technical support or training to be provided
10. Appendix C - Milestone Requirements: Development or commercialization milestones if applicable
Relevant legal definitions
Affiliate
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Quality Standards
Renewal Term
Royalty
Royalty Period
Sublicense
Sublicensee
Technical Documentation
Term
Trade Marks
Working Day
Audit Period
Confidential Information
Development Plan
Escrow Materials
Improvement Notice
Licensed Methods
Marketing Materials
Minimum Performance Requirements
Patent Applications
Quality Control Procedures
Registered IP
Regulatory Approvals
Related Company
Reporting Period
Support Services
Technical Information
Technology Updates
Third Party Claims
Unregistered IP
Valid Claim
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Quality Standards
Renewal Term
Royalty
Royalty Period
Sublicense
Sublicensee
Technical Documentation
Term
Trade Marks
Working Day
Audit Period
Confidential Information
Development Plan
Escrow Materials
Improvement Notice
Licensed Methods
Marketing Materials
Minimum Performance Requirements
Patent Applications
Quality Control Procedures
Registered IP
Regulatory Approvals
Related Company
Reporting Period
Support Services
Technical Information
Technology Updates
Third Party Claims
Unregistered IP
Valid Claim
Clauses
Interpretation
Grant of License
Exclusivity
Territory Restrictions
Sublicensing
License Fees
Royalties
Payment Terms
Quality Control
Technical Support
Performance Obligations
Intellectual Property Protection
IP Ownership
Improvements
Confidentiality
Record Keeping
Audit Rights
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Term
Termination
Force Majeure
Assignment
Regulatory Compliance
Marketing and Promotion
Competition Law Compliance
Dispute Resolution
Governing Law
Notices
Data Protection
Export Control
Tax
Entire Agreement
Amendment
Severability
Counterparts
Third Party Rights
Further Assurance
Grant of License
Exclusivity
Territory Restrictions
Sublicensing
License Fees
Royalties
Payment Terms
Quality Control
Technical Support
Performance Obligations
Intellectual Property Protection
IP Ownership
Improvements
Confidentiality
Record Keeping
Audit Rights
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Term
Termination
Force Majeure
Assignment
Regulatory Compliance
Marketing and Promotion
Competition Law Compliance
Dispute Resolution
Governing Law
Notices
Data Protection
Export Control
Tax
Entire Agreement
Amendment
Severability
Counterparts
Third Party Rights
Further Assurance
Relevant Industries
Technology and Software
Pharmaceuticals and Biotechnology
Consumer Goods and Retail
Manufacturing and Industrial
Media and Entertainment
Healthcare and Medical Devices
Telecommunications
Automotive
Research and Development
Education and Training
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Finance
Compliance
Quality Assurance
Technical Operations
Innovation
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Research and Development Director
Product Manager
Compliance Officer
Contract Manager
Chief Financial Officer
Innovation Director
Technology Transfer Officer
Patent Attorney
Quality Assurance Manager
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