Trade Secret License for New Zealand

Trade Secret License Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which confidential trade secrets can be licensed from one party to another. The document outlines the scope of permitted use, security requirements, confidentiality obligations, and protection measures for valuable proprietary information. It incorporates New Zealand's common law principles of confidential information protection and relevant statutory requirements, including provisions from the Contract and Commercial Law Act 2017 and Fair Trading Act 1986, while ensuring compliance with competition laws and industry regulations.

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What is a Trade Secret License?

The Trade Secret License Agreement is essential for businesses operating in New Zealand that wish to monetize their confidential information while maintaining control over its use and dissemination. This document becomes necessary when a company wants to allow another entity to use its trade secrets while ensuring proper protection and limiting potential misuse. The agreement must comply with New Zealand's legal framework, which relies on common law principles and various statutes to protect confidential information. It typically includes detailed provisions for security measures, authorized usage, compensation structures, and breach remedies. The document is particularly crucial in industries where proprietary processes, formulas, or methodologies provide competitive advantages and need to be shared under controlled conditions.

What sections should be included in a Trade Secret License?

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

2. Background: Context of the agreement, nature of the trade secret(s), and the purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms including 'Trade Secrets', 'Confidential Information', 'Licensed Use', and other relevant terms

4. Grant of License: Scope of the license, permitted uses, and any territorial or time limitations

5. Confidentiality Obligations: Detailed obligations regarding the protection and non-disclosure of the trade secrets

6. Security Measures: Specific security protocols and measures required to protect the trade secrets

7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

8. Return or Destruction of Information: Requirements for handling trade secret materials upon termination

9. Fees and Payment: License fees, royalties, and payment terms

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

11. Infringement and Enforcement: Procedures for addressing unauthorized disclosure or misuse

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement

What sections are optional to include in a Trade Secret License?

1. Sublicensing Rights: Include when the licensee may need to grant sublicenses to affiliates or third parties

2. Improvements: Include when parties anticipate developments or improvements to the trade secrets

3. Export Control: Include for trade secrets subject to international trade restrictions

4. Insurance Requirements: Include when specific insurance coverage is required for high-value trade secrets

5. Quality Control: Include when the trade secret relates to manufacturing or product development

6. Employee Training: Include when specific training requirements are needed for handling trade secrets

7. Audit Rights: Include when regular audits of security measures or usage are required

8. Change of Control: Include when restrictions on assignment or change in ownership are necessary

What schedules should be included in a Trade Secret License?

1. Schedule 1 - Description of Trade Secrets: Detailed description of the licensed trade secrets and confidential information

2. Schedule 2 - Security Protocols: Specific security measures and procedures required for protecting the trade secrets

3. Schedule 3 - Authorized Personnel: List of individuals authorized to access and use the trade secrets

4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms

5. Schedule 5 - Required Notices and Markings: Specific marking requirements for trade secret materials

6. Appendix A - Incident Response Plan: Procedures for responding to potential breaches or unauthorized disclosures

7. Appendix B - Compliance Checklist: Checklist for maintaining compliance with security requirements

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 and Software

Manufacturing and Industrial

Biotechnology and Pharmaceuticals

Chemical Industry

Food and Beverage

Research and Development

Automotive

Aerospace and Defense

Electronics

Consumer Products

Relevant Teams

Legal

Intellectual Property

Research and Development

Information Security

Compliance

Executive Leadership

Business Development

Risk Management

Technology Transfer

Corporate Security

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Intellectual Property Counsel

Research and Development Director

Innovation Manager

Legal Counsel

Compliance Officer

Security Officer

Business Development Manager

Technology Transfer Manager

Licensing Manager

Trade Secret Administrator

Corporate Counsel

Risk Manager

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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