Sublicensable License for New Zealand

Sublicensable License Template for New Zealand

This comprehensive legal agreement, governed by New Zealand law, establishes a framework for licensing intellectual property rights with the additional authority to grant sublicenses to third parties. The document incorporates key provisions required under New Zealand's intellectual property and contract law regime, including the Contract and Commercial Law Act 2017 and relevant IP legislation. It details the scope of the license grant, sublicensing rights, quality control measures, revenue sharing arrangements, and compliance requirements while providing mechanisms for protecting the original IP owner's interests throughout the licensing chain.

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What is a Sublicensable License?

The Sublicensable License agreement is essential for businesses seeking to expand their intellectual property utilization through multi-tier licensing arrangements in New Zealand. This document is particularly valuable when the original IP owner (licensor) wishes to allow their primary licensee to further license the intellectual property to additional parties (sublicensees), common in software distribution, technology transfer, franchise operations, and brand licensing. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Copyright Act 1994, and other relevant IP legislation. It typically includes detailed provisions for quality control, royalty structures, reporting requirements, and chain of responsibility to protect the licensor's interests while enabling efficient commercial exploitation of the intellectual property through multiple tiers of licensees.

What sections should be included in a Sublicensable License?

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement, description of the intellectual property being licensed, and the parties' intentions regarding sublicensing

3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed IP', 'Territory', 'Sublicensee', and 'Net Revenue'

4. Grant of License: Scope of the primary license grant, including territory, exclusivity, and explicit right to sublicense

5. Sublicensing Rights and Obligations: Terms governing the licensee's right to grant sublicenses, including approval requirements and restrictions

6. Payment Terms: License fees, royalties, sublicense revenue sharing, payment schedules, and reporting requirements

7. Quality Control: Standards and requirements for both direct use and sublicensed use of the intellectual property

8. Protection of Intellectual Property: Obligations regarding IP protection, including registration, enforcement, and infringement actions

9. Representations and Warranties: Warranties regarding IP ownership, right to license, and non-infringement

10. Term and Termination: Duration of the agreement, renewal provisions, and termination rights, including effect on sublicenses

11. General Provisions: Standard clauses including governing law, dispute resolution, and notices

What sections are optional to include in a Sublicensable License?

1. Minimum Performance Requirements: Used when the license includes performance targets or minimum royalty requirements

2. Territory-Specific Terms: Include when the license covers multiple jurisdictions with different requirements

3. Technical Support and Training: Include when the licensor will provide support services to the licensee or sublicensees

4. Product Development: Used when the license involves ongoing development or modifications of the licensed IP

5. Marketing and Promotion: Include when there are specific requirements for marketing the licensed IP

6. Audit Rights: Detailed audit provisions when complex revenue sharing or quality control measures are involved

7. Insurance Requirements: Include when specific insurance coverage is required for licensee and sublicensees

8. Data Protection: Include when personal data processing is involved in the licensed activities

What schedules should be included in a Sublicensable License?

1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers

2. Schedule 2 - Approved Form of Sublicense Agreement: Template or minimum terms required in sublicense agreements

3. Schedule 3 - License Fees and Royalties: Detailed payment terms, calculations, and revenue sharing formulas

4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Territory Definitions: Detailed description of geographic territories and any territory-specific terms

6. Schedule 6 - Technical Specifications: Technical requirements and standards for using the licensed IP

7. Appendix A - Reporting Templates: Standard forms for regular reporting of sales, sublicenses, and royalties

8. Appendix B - Brand Guidelines: Guidelines for use of trademarks and branding elements

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 legal definitions
Clauses
Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceuticals

Manufacturing

Entertainment

Media

Franchising

Telecommunications

Consumer Goods

Research and Development

Healthcare

Gaming

Industrial Design

Fashion and Apparel

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Licensing

Research and Development

Product Development

Compliance

Finance

Operations

Technology Transfer

Innovation

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Commercial Director

Chief Technology Officer

Head of Partnerships

Franchise Manager

IP Rights Manager

Contract Manager

Chief Legal Officer

Technology Transfer Officer

Innovation Director

Product Manager

Compliance 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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