Sub Licence Agreement for New Zealand

Sub Licence Agreement Template for New Zealand

A Sub Licence Agreement under New Zealand law is a legally binding contract that enables a licensee to grant rights to a third party (sub-licensee) to use intellectual property or other licensed rights that the licensee has originally received from a head licensor. This document establishes the terms and conditions under which the sub-licensed rights can be used, including scope, territory, payment terms, quality control measures, and compliance with head licence terms. It incorporates specific requirements of New Zealand intellectual property and contract law, ensuring alignment with the Copyright Act 1994 and other relevant legislation.

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What is a Sub Licence Agreement?

The Sub Licence Agreement is essential in situations where a licensee wishes to extend licensed rights to third parties while maintaining compliance with their original licence agreement. This document is commonly used in New Zealand across various industries, particularly in technology, manufacturing, and intellectual property-intensive sectors. It carefully balances the interests of all three parties - head licensor, licensee (sub-licensor), and sub-licensee - while ensuring compliance with New Zealand's legal framework, including the Copyright Act 1994, Contract and Commercial Law Act 2017, and relevant industry regulations. The agreement typically includes detailed provisions on permitted use, territorial restrictions, quality control, payment terms, and termination rights, with specific attention to the relationship between the head licence and sub-licence terms.

What sections should be included in a Sub Licence Agreement?

1. Parties: Identification of the head licensor, licensee (who is the sub-licensor), and sub-licensee, including full legal names and registered addresses

2. Background: Context of the agreement, including reference to the head licence and the authority to sub-license

3. Definitions: Key terms used throughout the agreement, including specific definitions from the head licence that need to be incorporated

4. Grant of Sub-Licence: Specific rights being sub-licensed, including scope, territory, and any restrictions

5. Term and Termination: Duration of the sub-licence, renewal provisions, and circumstances for termination

6. Payments: Sub-licence fees, royalties, payment terms, and reporting requirements

7. Sub-Licensee Obligations: Specific duties, quality control requirements, and performance standards

8. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement

9. Warranties and Indemnities: Representations about the licensed rights and allocation of risks

10. Confidentiality: Protection of confidential information shared during the sub-licence relationship

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

What sections are optional to include in a Sub Licence Agreement?

1. Quality Control: Detailed quality standards and inspection rights, necessary when sub-licensing involves manufacturing or service delivery

2. Marketing and Promotion: Rules for marketing the licensed products/services, needed when sub-licensee has marketing rights

3. Technology Transfer: Provisions for technical support and knowledge transfer, relevant for technical or software licenses

4. Export Controls: Required when the sub-licence involves international trade or restricted technologies

5. Data Protection: Necessary when the licensed activities involve personal data processing

6. Minimum Performance Requirements: Include when setting specific performance targets or minimum sales requirements

7. Anti-Corruption Compliance: Important for international sub-licenses or when dealing with government entities

What schedules should be included in a Sub Licence Agreement?

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being sub-licensed

2. Schedule 2 - Territory: Definition of geographical areas where sub-licence rights may be exercised

3. Schedule 3 - Fees and Royalties: Detailed payment terms, calculation methods, and reporting requirements

4. Schedule 4 - Quality Standards: Specific quality requirements and compliance standards

5. Schedule 5 - Head Licence Terms: Relevant excerpts or summary of key head licence terms that affect the sub-licence

6. Appendix A - Approved Forms: Standard forms for reporting, quality control, or other required documentation

7. Appendix B - Brand Guidelines: If applicable, guidelines for using licensed trademarks or branding

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

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Consumer Goods

Media and Entertainment

Telecommunications

Biotechnology

Retail

Automotive

Fashion and Apparel

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Compliance

Operations

Licensing

Corporate Affairs

Risk Management

Finance

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Commercial Manager

Business Development Manager

Contracts Administrator

Chief Legal Officer

IP Rights Manager

Compliance Officer

Operations Director

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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