The Partnership License agreement is a specialized legal instrument designed for situations where business partners need to formalize both their partnership arrangement and licensing relationships under New Zealand law. This document type is particularly useful when partners intend to collaborate while sharing or utilizing specific intellectual property, technology, or proprietary assets. It incorporates essential elements required by New Zealand's Partnership Act 2019 and related commercial legislation, making it suitable for businesses ranging from startups to established enterprises. The agreement typically addresses partnership governance, profit sharing, and operational management while simultaneously defining the scope, terms, and conditions of license grants between partners. It's commonly used in technology transfers, joint ventures, and collaborative business ventures where intellectual property or proprietary assets form a significant part of the partnership arrangement.
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1. Parties: Identification and details of all parties entering into the partnership license agreement
2. Background: Context of the agreement, including the purpose of the partnership and licensing arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Partnership Terms: Core terms of the partnership including structure, roles, and responsibilities
5. License Grant: Specific details of the license being granted, including scope and limitations
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Financial Provisions: Financial terms including revenue sharing, costs, and payment arrangements
8. Intellectual Property Rights: Ownership and protection of IP rights within the partnership
9. Confidentiality: Obligations regarding confidential information
10. Warranties and Representations: Warranties made by each party regarding their capacity and rights
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Dispute Resolution: Process for resolving disputes between partners
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Quality Control: Specific standards and quality control measures for licensed products/services
2. Territory Restrictions: Geographic limitations on the partnership and license
3. Non-Competition: Restrictions on competitive activities
4. Marketing and Promotion: Terms regarding marketing of licensed products/services
5. Training and Support: Provisions for technical support and training
6. Insurance: Insurance requirements for the partnership
7. Assignment and Sublicensing: Rights and restrictions regarding transfer of rights
8. Exit Strategy: Detailed procedures for partner exit or business sale
9. Force Majeure: Provisions for unforeseen circumstances affecting performance
1. Schedule 1: Licensed IP: Detailed description of intellectual property covered by the license
2. Schedule 2: Financial Terms: Detailed financial arrangements including royalty calculations
3. Schedule 3: Partner Contributions: Specific contributions (capital, assets, IP) by each partner
4. Schedule 4: Territory Definition: Detailed description of geographic territories if applicable
5. Schedule 5: Quality Standards: Specific quality control requirements and standards
6. Schedule 6: Key Performance Indicators: Metrics for measuring partnership performance
7. Appendix A: Technical Specifications: Technical details of licensed technology or processes
8. Appendix B: Brand Guidelines: Guidelines for use of trademarks and branding
9. Appendix C: Compliance Requirements: Specific regulatory or industry compliance requirements
Relevant legal definitions
Agreement
Applicable Law
Business Day
Business Hours
Business Plan
Commencement Date
Confidential Information
Effective Date
Encumbrance
Expiry Date
Force Majeure Event
Governmental Authority
Gross Revenue
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Licensee
Licensor
Loss
Material Breach
Net Revenue
Partnership
Partnership Assets
Partnership Interest
Partners
Partnership Property
Permitted Use
Quality Standards
Renewal Term
Royalties
Schedule
Services
Subsidiaries
Term
Territory
Third Party
Trade Marks
Working Days
Applicable Law
Business Day
Business Hours
Business Plan
Commencement Date
Confidential Information
Effective Date
Encumbrance
Expiry Date
Force Majeure Event
Governmental Authority
Gross Revenue
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
Licensee
Licensor
Loss
Material Breach
Net Revenue
Partnership
Partnership Assets
Partnership Interest
Partners
Partnership Property
Permitted Use
Quality Standards
Renewal Term
Royalties
Schedule
Services
Subsidiaries
Term
Territory
Third Party
Trade Marks
Working Days
Clauses
Interpretation
Partnership Structure
License Grant
Term and Duration
Financial Terms
Payment Terms
Royalties
Partnership Management
Decision Making
Intellectual Property Rights
Quality Control
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Record Keeping
Audit Rights
Territory Rights
Regulatory Compliance
Force Majeure
Assignment
Termination
Exit Rights
Dispute Resolution
Governing Law
Partnership Capital
Profit Distribution
Loss Sharing
Partner Obligations
Business Operations
Reporting Requirements
Brand Usage
Marketing Rights
Sublicensing
Technology Transfer
Support Services
Data Protection
Notices
Partnership Structure
License Grant
Term and Duration
Financial Terms
Payment Terms
Royalties
Partnership Management
Decision Making
Intellectual Property Rights
Quality Control
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Record Keeping
Audit Rights
Territory Rights
Regulatory Compliance
Force Majeure
Assignment
Termination
Exit Rights
Dispute Resolution
Governing Law
Partnership Capital
Profit Distribution
Loss Sharing
Partner Obligations
Business Operations
Reporting Requirements
Brand Usage
Marketing Rights
Sublicensing
Technology Transfer
Support Services
Data Protection
Notices
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Education
Media and Entertainment
Food and Beverage
Agriculture
Construction
Software Development
Biotechnology
Consulting
Research and Development
Relevant Teams
Legal
Business Development
Intellectual Property
Operations
Finance
Commercial
Strategy
Innovation
Compliance
Corporate Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Chief Legal Officer
Legal Counsel
Business Development Manager
Partnership Manager
Licensing Manager
Intellectual Property Manager
Operations Director
Chief Financial Officer
Commercial Manager
Strategy Director
Chief Technology Officer
Innovation Manager
Contract Administrator
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