The Use License agreement serves as a critical legal instrument in New Zealand's commercial landscape, enabling controlled sharing and monetization of intellectual property, software, and other proprietary assets. This document is essential when one party wishes to grant another the right to use their intellectual property while maintaining ownership and control over its application. The Use License includes comprehensive terms covering scope of use, territory, duration, payment structure, and compliance requirements, all aligned with New Zealand's legal framework, particularly the Copyright Act 1994 and Contract and Commercial Law Act 2017. It's commonly used in software licensing, content distribution, technology transfers, and various other commercial contexts where controlled use of proprietary assets is required.
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1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Explains the context of the agreement, including the nature of the licensed material and purpose of the license
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and any restrictions
5. License Fee: Details the payment terms, including amounts, payment schedule, and method
6. Term and Termination: Specifies the duration of the license and circumstances for termination
7. Licensee Obligations: Lists the responsibilities and obligations of the licensee in using the licensed material
8. Intellectual Property Rights: Confirms ownership of IP and protection of rights
9. Warranties and Representations: States the warranties provided by each party
10. Liability and Indemnification: Sets out liability limitations and indemnification obligations
11. Confidentiality: Defines confidential information and obligations to maintain confidentiality
12. General Provisions: Including governing law, dispute resolution, and other standard provisions
1. Updates and Maintenance: Include when the licensed material requires ongoing updates or maintenance
2. Service Level Agreement: Include when the license includes specific performance or availability requirements
3. Data Protection: Include when personal data processing is involved
4. Sub-licensing Rights: Include when the licensee is permitted to sub-license
5. Export Control: Include when the licensed material is subject to export regulations
6. Source Code Escrow: Include for software licenses where source code protection is required
7. Training and Support: Include when the license includes training or support services
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment terms, and any variable pricing
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Service Levels: Detailed service level requirements and metrics, if applicable
5. Schedule 5 - Support Services: Details of any support or maintenance services included
6. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
7. Appendix B - Security Requirements: Security protocols and requirements for using the licensed material
Relevant legal definitions
Agreement
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fee Schedule
Initial Term
Intellectual Property Rights
License Fee
Licensed Material
Licensee
Licensor
Maintenance
Permitted Purpose
Permitted Territory
Related Company
Renewal Term
Security Requirements
Service Levels
Support Services
Technical Requirements
Term
Third Party Materials
Updates
Usage Data
Use Rights
User Guidelines
Working Hours
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fee Schedule
Initial Term
Intellectual Property Rights
License Fee
Licensed Material
Licensee
Licensor
Maintenance
Permitted Purpose
Permitted Territory
Related Company
Renewal Term
Security Requirements
Service Levels
Support Services
Technical Requirements
Term
Third Party Materials
Updates
Usage Data
Use Rights
User Guidelines
Working Hours
Clauses
Grant of License
License Scope
Territory Restrictions
Term and Duration
License Fees
Payment Terms
Usage Rights
Usage Restrictions
Intellectual Property Rights
Ownership
Technical Requirements
Service Levels
Maintenance and Support
Warranties
Representations
Liability
Indemnification
Confidentiality
Data Protection
Security Requirements
Performance Standards
Reporting Requirements
Audit Rights
Documentation
Training
Updates and Modifications
Sub-licensing
Assignment
Termination
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
License Scope
Territory Restrictions
Term and Duration
License Fees
Payment Terms
Usage Rights
Usage Restrictions
Intellectual Property Rights
Ownership
Technical Requirements
Service Levels
Maintenance and Support
Warranties
Representations
Liability
Indemnification
Confidentiality
Data Protection
Security Requirements
Performance Standards
Reporting Requirements
Audit Rights
Documentation
Training
Updates and Modifications
Sub-licensing
Assignment
Termination
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Relevant Industries
Information Technology
Software Development
Digital Media
Entertainment
Education
Research and Development
Healthcare Technology
Financial Technology
Publishing
Gaming
Biotechnology
Telecommunications
Relevant Teams
Legal
Intellectual Property
Compliance
Commercial
Business Development
Product Development
Software Development
Content Management
Operations
Risk Management
Technical Support
Customer Success
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Commercial Manager
Business Development Manager
Software Development Manager
Content Manager
Product Manager
Chief Technology Officer
Chief Legal Officer
Compliance Officer
IP Rights Administrator
Technology Transfer Officer
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