Under Licence Agreement for New Zealand

Under Licence Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which one party (the licensor) grants another party (the licensee) the right to use specific intellectual property, technology, or other proprietary assets. The agreement covers essential elements including license scope, payment terms, quality control, and compliance with New Zealand regulations, while providing mechanisms for protection of intellectual property rights and maintaining commercial relationships. It incorporates specific provisions required under New Zealand legislation, including the Contract and Commercial Law Act 2017 and relevant intellectual property statutes.

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Under Licence Agreement

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What is a Under Licence Agreement?

The Under Licence Agreement is a crucial legal instrument used in commercial relationships where one party wishes to grant another the right to use its intellectual property, technology, or other proprietary assets while maintaining ownership and control. This document type is particularly relevant in the New Zealand legal context, where it must comply with local commercial and intellectual property laws. The agreement is commonly used for software licensing, brand licensing, patent licensing, or technology transfer arrangements. It includes detailed provisions for protecting the licensor's rights while ensuring the licensee can effectively utilize the licensed property. The document should be tailored to address specific requirements under New Zealand law, including considerations from the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant intellectual property legislation.

What sections should be included in a Under Licence Agreement?

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

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

3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules

4. Grant of License: Scope and nature of the license (exclusive/non-exclusive), permitted uses and restrictions

5. Term: Duration of the license, including commencement date and any renewal provisions

6. License Fees and Payment Terms: Financial terms, payment schedule, calculation of royalties if applicable

7. Licensee Obligations: Key responsibilities and requirements of the licensee

8. Licensor Obligations: Key responsibilities and requirements of the licensor

9. Intellectual Property Rights: Ownership, protection and enforcement of IP rights

10. Quality Control: Standards, specifications and quality assurance requirements

11. Records and Audit Rights: Record-keeping requirements and audit provisions

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

13. Termination: Termination rights, grounds for termination and consequences

14. General Provisions: Standard boilerplate clauses including notices, governing law, dispute resolution

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

1. Territory Restrictions: Geographic limitations on the license, used when license is restricted to specific regions

2. Sublicensing Rights: Terms for sublicensing, included when sublicensing is permitted

3. Marketing and Promotion: Requirements for marketing the licensed property, relevant for commercial licenses

4. Development Obligations: Required for licenses involving software or product development

5. Support and Maintenance: Included when ongoing technical support or maintenance is part of the license

6. Export Control: Required when licensed property may be subject to export restrictions

7. Data Protection: Required when license involves processing of personal data

8. Insurance: Insurance requirements, typically included for high-value or high-risk licenses

What schedules should be included in a Under Licence Agreement?

1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including specifications

2. Schedule 2 - License Fees: Detailed breakdown of fees, royalty calculations and payment terms

3. Schedule 3 - Technical Specifications: Technical requirements and standards for use of the licensed property

4. Schedule 4 - Quality Control Requirements: Detailed quality control procedures and standards

5. Schedule 5 - Approved Use Guidelines: Guidelines and restrictions for use of the licensed property

6. Schedule 6 - Form of Reports: Templates for required reporting under the agreement

7. Appendix A - Brand Guidelines: If applicable, guidelines for use of licensed brands or trademarks

8. Appendix B - Support Services: Details of any support or maintenance services included in the license

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

Manufacturing

Retail

Entertainment

Media

Pharmaceuticals

Biotechnology

Consumer Goods

Industrial Products

Telecommunications

Fashion and Apparel

Food and Beverage

Education

Research and Development

Relevant Teams

Legal

Commercial

Intellectual Property

Business Development

Operations

Research and Development

Compliance

Finance

Technology

Innovation

Product Management

Brand Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Licensing Manager

Business Development Manager

Chief Technology Officer

Contract Manager

Compliance Officer

Operations Manager

Product Manager

Research and Development Director

Chief Executive Officer

Brand Manager

Technology Transfer Officer

Innovation 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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