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Use License Agreement

Use License Agreement Template for New Zealand

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Key Requirements PROMPT example:

Use License Agreement

"I need a Use License Agreement for my enterprise software solution to be licensed to companies in New Zealand and Australia, including provisions for up to 500 users per licensee and quarterly payment terms starting from March 2025."

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Document background
The Use License Agreement serves as a critical legal instrument in New Zealand's business environment, establishing the framework for authorized use of proprietary content, software, or intellectual property. This document is essential when a rights holder wishes to grant specific usage permissions while retaining ownership and controlling how their intellectual property is utilized. It comprehensively addresses key aspects such as scope of use, duration, territory, payment terms, and usage restrictions, while ensuring compliance with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Copyright Act 1994, and Fair Trading Act 1986. The agreement is particularly vital in today's digital economy where software licensing, content distribution, and technology transfer are common business practices requiring clear legal parameters and protections for all parties involved.
Suggested Sections

1. Parties: Identifies and defines the licensor and licensee with their full legal details

2. Background: Sets out the context of the agreement, including brief description of the licensed material and purpose of the license

3. Definitions: Defines key terms used throughout the agreement

4. License Grant: Specifies the exact rights being granted, including scope, territory, and any restrictions

5. Term and Termination: Details the duration of the license and circumstances for termination

6. License Fees: Specifies payment terms, amounts, and payment schedule

7. Use Restrictions: Clearly outlines what the licensee cannot do with the licensed material

8. Intellectual Property Rights: Confirms ownership of IP and protections in place

9. Confidentiality: Obligations regarding confidential information

10. Warranties and Representations: Statements about the licensed material's quality, ownership, and non-infringement

11. Limitation of Liability: Limits on the licensor's liability and disclaimers

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

Optional Sections

1. Service Level Agreement: Required when the license includes ongoing support or maintenance services

2. Data Protection: Necessary when personal data processing is involved in the licensed material's use

3. Source Code Escrow: For software licenses where source code protection is required

4. Geographic Restrictions: When the license needs to specify territorial limitations

5. Sub-licensing Rights: When the licensee is permitted to sub-license to third parties

6. Export Control: Required for international licensing of controlled technologies

7. Training and Support: When the license includes provisions for user training or technical support

8. Audit Rights: When the licensor requires rights to audit licensee's use of the material

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including version numbers or specific content

2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment terms, and any variable pricing elements

3. Schedule 3 - Technical Requirements: Technical specifications or requirements for using the licensed material

4. Schedule 4 - Service Levels: Detailed service level commitments and metrics, if applicable

5. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material

6. Appendix B - Support Protocol: Procedures and contact details for technical support if included

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fee Schedule
Initial Term
Intellectual Property Rights
License
Licensed Material
License Fee
License Period
License Territory
Licensee
Licensor
Maintenance Services
Modifications
Notice
Parties
Permitted Purpose
Renewal Term
Representatives
Service Levels
Source Code
Specifications
Support Services
Technical Requirements
Term
Third Party Materials
Updates
Upgrades
Use
User Documentation
Working Hours
Clauses
Grant of License
Term and Termination
Payment Terms
License Restrictions
Intellectual Property Rights
Confidentiality
Warranties
Indemnification
Limitation of Liability
Technical Requirements
Support and Maintenance
Data Protection
Audit Rights
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Counterparts
Compliance with Laws
Export Control
Usage Monitoring
Service Levels
Acceptance Testing
Reporting Requirements
Relevant Industries

Technology

Software Development

Digital Media

Entertainment

Gaming

Professional Services

Healthcare

Financial Services

Education

Manufacturing

Retail

Telecommunications

Relevant Teams

Legal

Compliance

Information Technology

Software Development

Procurement

Operations

Risk Management

Commercial

Business Development

Intellectual Property

Contract Administration

Relevant Roles

Legal Counsel

Contracts Manager

Licensing Manager

Intellectual Property Manager

Business Development Manager

Software Development Manager

Chief Technology Officer

Chief Legal Officer

Commercial Director

Operations Manager

Procurement Manager

Risk Manager

Compliance Officer

IT Director

Industries
Contract and Commercial Law Act 2017: This is the primary legislation governing contract formation, interpretation, and enforcement in New Zealand. It's crucial for ensuring the license agreement meets basic contractual requirements and validity.
Copyright Act 1994: Essential for protecting intellectual property rights in the licensed material and establishing the scope of permitted use under the license agreement.
Fair Trading Act 1986: Ensures fair trading practices and prevents misleading or deceptive conduct in the licensing arrangement, particularly important for terms and conditions disclosure.
Consumer Guarantees Act 1993: Provides statutory guarantees for the supply of goods and services, including licensed products or services, to consumers.
Privacy Act 2020: Governs the collection, use, and disclosure of personal information that might be involved in the licensing agreement or user registration process.
Electronic Transactions Act 2002: Relevant for electronic execution of the license agreement and ensuring electronic transactions have legal validity.
Commerce Act 1986: Ensures the licensing terms don't contain anti-competitive provisions or restrict trade in ways that violate competition law.
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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