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Perpetual Irrevocable License
"I need a Perpetual Irrevocable License agreement for licensing our proprietary software to a New Zealand-based manufacturing company, including source code access and maintenance support, with the license fee to be paid in quarterly installments starting March 2025."
1. Parties: Identifies and defines the Licensor and Licensee with full legal names and addresses
2. Background: Establishes context, ownership of intellectual property, and purpose of the license
3. Definitions: Defines key terms used throughout the agreement, including Licensed Material, Intellectual Property Rights, and Territory
4. Grant of License: Explicitly states the perpetual and irrevocable nature of the license, scope of rights granted, and permitted uses
5. License Fee: Specifies the one-time or ongoing fees for the perpetual license, including payment terms
6. Intellectual Property Rights: Confirms ownership of IP rights and extent of rights transferred
7. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed material
8. Warranties and Representations: Licensor's warranties regarding ownership and right to license the material
9. Limitation of Liability: Limits parties' liability within bounds of New Zealand law
10. Dispute Resolution: Procedures for handling disputes under New Zealand jurisdiction
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Quality Control: Required when licensed material must meet specific quality standards or specifications
2. Sublicensing Rights: Include when licensee is permitted to sublicense the material to third parties
3. Territory Restrictions: Necessary when the license is limited to specific geographic regions
4. Improvements and Modifications: Include when addressing ownership and rights to modifications of the licensed material
5. Support and Maintenance: Required when ongoing technical support or maintenance is part of the agreement
6. Data Protection: Include when personal data processing is involved in the licensed material
7. Export Control: Necessary when licensed material may be subject to export regulations
8. Source Code Escrow: Include for software licenses where source code access may be required
1. Schedule 1 - Licensed Material: Detailed description of all intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and specifications of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Permitted Uses: Comprehensive list of authorized uses of the licensed material
5. Appendix A - Implementation Guidelines: Technical guidelines for implementing or using the licensed material
6. Appendix B - Quality Standards: Quality control requirements and standards if applicable
7. Appendix C - Support Services: Details of any support or maintenance services if provided
Authors
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Improvements
Intellectual Property Rights
License
License Fee
Licensed Material
Licensee
Licensor
Modifications
Permitted Purpose
Permitted Use
Related Companies
Representatives
Specifications
Source Code
Territory
Third Party Materials
Updates
Usage Rights
User
Working Hours
License Scope
Intellectual Property Rights
Payment Terms
Warranties
Representations
Liability
Indemnification
Confidentiality
Technical Requirements
Quality Control
Support and Maintenance
Territory Restrictions
Permitted Use
Sublicensing
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Survival
Third Party Rights
Export Control
Data Protection
Anti-Bribery
Compliance with Laws
Amendment
Waiver
Technology
Software Development
Media and Entertainment
Manufacturing
Biotechnology
Telecommunications
Research and Development
Healthcare
Education
Publishing
Engineering
Financial Services
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Information Technology
Product Development
Compliance
Corporate Affairs
Technology Transfer
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Technology Transfer Officer
Chief Technology Officer
Chief Legal Officer
Commercial Manager
IP Rights Manager
Software Licensing Manager
Patent Attorney
Content Licensing Manager
Research Director
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