This Non-Transferable License agreement template is designed for use in situations where a rights holder (licensor) wishes to grant specific usage rights to another party (licensee) while maintaining strict control over the distribution and implementation of their intellectual property or technology. The document is specifically tailored to comply with Pakistani legal requirements, including the Contract Act 1872, relevant IP laws, and commercial regulations. It includes essential provisions for protecting the licensor's interests, defining usage scope, establishing payment terms, and ensuring compliance with local legal frameworks. This agreement type is particularly crucial in scenarios where the licensor needs to maintain control over their intellectual property while allowing limited, controlled usage by specific parties. The document incorporates all necessary elements required under Pakistani law for enforceability and provides comprehensive protection for both parties' interests.
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1. Parties: Identification and details of the Licensor and Licensee, including registered addresses and company registration numbers if applicable
2. Background: Context of the agreement, ownership confirmation of the licensed property, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Term
4. Grant of License: Specific details of the license grant, explicitly stating its non-transferable nature and any territorial limitations
5. License Restrictions: Clear stipulation of restrictions, especially emphasizing non-transferability, non-assignability, and prohibition of sublicensing
6. Term and Termination: Duration of the license, renewal provisions, and circumstances under which the agreement can be terminated
7. Payment Terms: License fees, payment schedule, and any ongoing royalties or maintenance fees
8. Intellectual Property Rights: Confirmation of IP ownership, protection measures, and handling of improvements or derivatives
9. Confidentiality: Obligations regarding confidential information shared during the license period
10. Warranties and Representations: Warranties regarding ownership, right to license, and compliance with laws
11. Indemnification: Mutual or unilateral indemnification obligations for various risks and breaches
12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for dispute resolution
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Technical Support: Include when the license requires ongoing technical support or maintenance services
3. Export Control: Necessary when the licensed property may be subject to export regulations
4. Source Code Escrow: Relevant for software licenses where source code security is important
5. Training and Implementation: Include when the license requires specific training or implementation support
6. Performance Metrics: When the license includes specific performance requirements or targets
7. Audit Rights: Include when licensor needs rights to audit licensee's use of the licensed property
8. Insurance Requirements: Required when the licensed property usage carries significant risks requiring insurance coverage
1. Schedule A - Licensed Property: Detailed description of the licensed property, including technical specifications, documentation, and any associated materials
2. Schedule B - License Fees: Detailed breakdown of all fees, payment schedules, and calculation methods for royalties if applicable
3. Schedule C - Technical Requirements: Technical specifications, system requirements, or other technical parameters for using the licensed property
4. Schedule D - Service Levels: Service level agreements if the license includes support or maintenance services
5. Schedule E - Approved Use Cases: Specific approved uses and applications of the licensed property
6. Appendix 1 - Contact Details: List of key contacts for both parties for various aspects of license management
7. Appendix 2 - Reporting Templates: Standard templates for any required regular reporting under the license
Relevant legal definitions
Agreement
Affiliate
Authorized Users
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License Fee
Licensed Property
Licensed Use
Maintenance Services
Material Breach
Notice
Permitted Purpose
Prohibited Uses
Quarter
Restricted Territory
Royalty
Specifications
Support Services
Technical Information
Term
Territory
Third Party
Updates
Usage Data
Working Day
Year
Affiliate
Authorized Users
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License Fee
Licensed Property
Licensed Use
Maintenance Services
Material Breach
Notice
Permitted Purpose
Prohibited Uses
Quarter
Restricted Territory
Royalty
Specifications
Support Services
Technical Information
Term
Territory
Third Party
Updates
Usage Data
Working Day
Year
Clauses
Grant of License
Non-Transferability
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Non-Competition
Quality Control
Compliance with Laws
Audit Rights
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Notice
Relationship of Parties
Export Control
Technical Support
Maintenance
Performance Standards
Insurance
Survival
Non-Transferability
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Non-Competition
Quality Control
Compliance with Laws
Audit Rights
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Notice
Relationship of Parties
Export Control
Technical Support
Maintenance
Performance Standards
Insurance
Survival
Relevant Industries
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Telecommunications
Research and Development
Industrial Design
Consumer Products
Automotive
Healthcare
Relevant Teams
Legal
Intellectual Property
Business Development
Research and Development
Commercial Operations
Compliance
Technology Transfer
Product Development
Innovation
Corporate Affairs
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Chief Legal Officer
Contract Manager
IP Rights Administrator
Commercial Director
Technology Transfer Officer
Research Director
Product Manager
Innovation Manager
Compliance Officer
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