Perpetual License Agreement Template for New Zealand

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Key Requirements PROMPT example:

Perpetual License Agreement

"I need a Perpetual License Agreement under New Zealand law for licensing our enterprise software solution to a major bank, including source code escrow provisions and 24/7 support services starting from March 2025."

Document background
This Perpetual License Agreement template is designed for use under New Zealand law when parties seek to establish a permanent licensing arrangement for intellectual property, software, or technology. It's particularly suitable for significant commercial transactions where the licensee requires guaranteed long-term access to the licensed material. The document incorporates requirements from New Zealand's Contract and Commercial Law Act 2017, Copyright Act 1994, and other relevant legislation. It includes comprehensive provisions for initial implementation, ongoing maintenance, technical support, and usage rights, while protecting the licensor's intellectual property interests. The agreement is structured to provide clarity on perpetual usage rights while establishing clear boundaries and obligations for both parties.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including brief description of the licensed material and purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Grant of License: Scope and nature of the perpetual license, including territory and any field-of-use restrictions

5. License Fees: One-time payment terms and any ongoing maintenance fees

6. Intellectual Property Rights: Ownership and protection of IP rights in the licensed material

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed material

8. Technical Support and Maintenance: Terms of ongoing support and maintenance services, if any

9. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance

10. Limitation of Liability: Limitations on liability and exclusions of damages

11. Confidentiality: Protection of confidential information exchanged under the agreement

12. Term and Termination: Duration of the agreement and limited circumstances for termination

13. Effects of Termination: Consequences and obligations upon termination

14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Source Code Escrow: Required if source code is to be held in escrow as security

2. Data Protection: Required if personal data processing is involved in the licensed material

3. Export Control: Required for international licensing of controlled technology

4. Training and Implementation: Required if the license includes initial setup and training services

5. Audit Rights: Required for licenses where usage monitoring is important

6. Third Party Components: Required if the licensed material includes third-party elements

7. Service Level Agreement: Required if specific performance levels are guaranteed

8. Sub-licensing Rights: Required if licensee is permitted to sub-license

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of the licensed software, content, or technology

2. Schedule 2 - Technical Specifications: Technical requirements and specifications of the licensed material

3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms

4. Schedule 4 - Support and Maintenance Services: Detailed description of support services and service levels

5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

6. Appendix A - Acceptance Testing: Testing procedures and acceptance criteria if applicable

7. Appendix B - Security Requirements: Security standards and requirements for using the licensed material

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Media and Entertainment

Manufacturing

Healthcare

Financial Services

Telecommunications

Education

Research and Development

Biotechnology

Engineering

Professional Services

Relevant Teams

Legal

Information Technology

Procurement

Commercial

Risk and Compliance

Software Development

Product Management

Operations

Business Development

Finance

Relevant Roles

Legal Counsel

Intellectual Property Lawyer

Commercial Manager

Software Licensing Manager

Chief Technology Officer

IT Director

Product Manager

Contract Administrator

Business Development Manager

Risk Manager

Compliance Officer

Software Development Manager

Chief Information Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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