Co Exclusive License for South Africa

Co Exclusive License Template for South Africa

A Co-Exclusive License agreement under South African law establishes a specialized licensing arrangement where multiple licensees share exclusive rights to intellectual property within defined parameters. The agreement operates within South Africa's hybrid legal system, incorporating elements of Roman-Dutch law and common law principles, while complying with relevant intellectual property and competition laws. This document carefully structures the relationship between the licensor and multiple licensees, defining their respective rights, territories, fields of use, and obligations, while ensuring compliance with South African competition regulations and IP protection frameworks.

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What is a Co Exclusive License?

The Co-Exclusive License agreement is utilized when a rights holder wishes to grant exclusive rights to multiple parties while maintaining more control than in a non-exclusive arrangement. This document is particularly relevant in South Africa where businesses often need to balance market access with competition law compliance. The agreement typically includes detailed provisions on territorial rights, field-of-use restrictions, quality control measures, and coordination mechanisms between co-licensees. It addresses specific requirements under South African IP law, competition regulations, and commercial practice, while providing a framework for sharing exclusive rights that promotes both innovation and market efficiency. The Co-Exclusive License structure is especially valuable in sectors where geographic or application-specific divisions of rights can optimize market penetration while maintaining quality control and brand consistency.

What sections should be included in a Co Exclusive License?

1. Parties: Identification of the Licensor and Licensee, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, nature of the licensed IP, and brief description of the co-exclusive licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Rights', 'Territory', 'Co-Exclusive Rights', and 'Field of Use'

4. Grant of License: Specific terms of the co-exclusive license grant, including scope, territory, and field of use restrictions

5. Co-Exclusivity Provisions: Detailed provisions regarding the nature of co-exclusive rights, relationship between co-licensees, and coordination mechanisms

6. License Fee and Royalties: Financial terms including upfront payments, ongoing royalties, and payment mechanisms

7. Quality Control: Standards and requirements for the use of licensed IP, including approval processes and quality maintenance

8. Protection and Enforcement: Rights and obligations regarding IP protection, infringement actions, and cooperation in enforcement

9. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

10. Confidentiality: Provisions for protecting confidential information exchanged during the license relationship

11. General Provisions: Standard clauses including governing law, dispute resolution, and notices

What sections are optional to include in a Co Exclusive License?

1. Minimum Performance Requirements: Used when the licensor wants to ensure minimum sales or usage levels to maintain the license

2. Sub-licensing Rights: Include when sub-licensing is permitted, specifying conditions and approval requirements

3. Technology Transfer: Required when the license includes transfer of know-how or technical assistance

4. Export Control: Include for licenses involving international trade or restricted technologies

5. Competition Law Compliance: Detailed provisions when the co-exclusive arrangement might raise competition law concerns

6. Manufacturing Rights: Include when the license includes rights to manufacture products using the licensed IP

7. Marketing and Promotion: Used when specific marketing obligations or restrictions apply

8. Research and Development: Include when ongoing R&D collaboration is part of the arrangement

What schedules should be included in a Co Exclusive License?

1. Schedule 1 - Licensed IP: Detailed description of all intellectual property covered by the license

2. Schedule 2 - Territory and Field of Use: Specific definition of geographic territory and permitted applications

3. Schedule 3 - Other Co-Licensees: List of other co-exclusive licensees and their respective rights

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and other payments

5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures

6. Schedule 6 - Technical Specifications: Technical details of licensed technology or products

7. Appendix A - Approval Procedures: Procedures for obtaining licensor approval for various activities

8. Appendix B - Reporting Templates: Standard forms for required periodic reports

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

South Africa

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Biotechnology

Research and Development

Telecommunications

Consumer Goods

Industrial Products

Media and Entertainment

Automotive

Agriculture

Clean Energy

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research & Development

Compliance

Strategy

Operations

Technology Transfer

Corporate Development

Relevant Roles

Chief Legal Officer

Intellectual Property Manager

Licensing Director

Commercial Director

Business Development Manager

Patent Attorney

Legal Counsel

Contracts Manager

Innovation Director

Technology Transfer Officer

Compliance Officer

Strategic Partnerships 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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