This Excluded Licence Agreement is designed for use in situations where a rights holder wishes to grant exclusive rights to another party while specifically carving out certain rights, territories, or applications. The document is particularly relevant in the South African context, where it must comply with local competition law, intellectual property regulations, and potential BBBEE requirements. It provides a comprehensive framework for managing exclusive licensing relationships while clearly delineating excluded rights, helping prevent future disputes and ensuring compliance with South African legal requirements. The agreement includes detailed provisions for commercial terms, quality control, reporting obligations, and termination rights, making it suitable for high-value licensing arrangements where clarity on exclusions is crucial.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the licensed rights and purpose of the exclusivity arrangement
3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents
4. Grant of Rights: Scope of the exclusive license, including specific rights granted and excluded
5. Territory and Exclusivity: Geographic scope and nature of exclusivity, including any carve-outs
6. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
7. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
8. Licensor Obligations: Responsibilities of the licensor, including maintenance of rights and technical support
9. Licensee Obligations: Key responsibilities and performance requirements of the licensee
10. Intellectual Property Rights: Ownership, protection, and enforcement of IP rights
11. Warranties and Representations: Standard and specific warranties from both parties
12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
13. Confidentiality: Protection of confidential information and trade secrets
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, needed when the exclusivity arrangement might raise anti-trust concerns
2. Quality Control: Standards and quality requirements, necessary when the license involves manufacturing or product development
3. Technology Transfer: Provisions for technical knowledge transfer, required when the license includes technical information or know-how
4. Export Control: Export restrictions and compliance requirements, needed for international arrangements
5. BBBEE Provisions: Specific provisions related to Black Economic Empowerment requirements, necessary for certain South African business arrangements
6. Sub-licensing Rights: Terms governing any permitted sub-licensing, included when sub-licensing is allowed
7. Performance Targets: Minimum performance requirements and consequences, needed when licensee performance is critical
8. Data Protection: POPIA compliance provisions, required when personal information processing is involved
1. Licensed Rights: Detailed description of the intellectual property or rights being licensed
2. Excluded Rights: Specific listing of rights explicitly excluded from the license
3. Commercial Terms: Detailed fee structure, royalty calculations, and payment terms
4. Technical Specifications: Technical details and requirements related to the licensed rights
5. Territory Definition: Detailed description of the geographic territory and any excluded areas
6. Quality Standards: Specific quality requirements and testing procedures
7. Reporting Templates: Standard forms for required periodic reports
8. Contact Details: Key contact persons and notice details for both parties
Relevant legal definitions
Affiliate
Agreement
Applicable Laws
BBBEE Requirements
Business Day
Commencement Date
Competition Laws
Confidential Information
Control
Effective Date
Excluded Rights
Excluded Territory
Exclusive Period
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Rights
Licensed Technology
License Fees
Licensee
Licensor
Net Sales
Patents
Performance Targets
Permitted Purpose
Quality Standards
Renewal Term
Royalties
Specifications
Sub-licensee
Technical Information
Term
Territory
Third Party
Trade Marks
Working Day
Agreement
Applicable Laws
BBBEE Requirements
Business Day
Commencement Date
Competition Laws
Confidential Information
Control
Effective Date
Excluded Rights
Excluded Territory
Exclusive Period
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Rights
Licensed Technology
License Fees
Licensee
Licensor
Net Sales
Patents
Performance Targets
Permitted Purpose
Quality Standards
Renewal Term
Royalties
Specifications
Sub-licensee
Technical Information
Term
Territory
Third Party
Trade Marks
Working Day
Clauses
Definitions
Grant of Rights
Exclusions
Territory
Exclusivity
Term
Termination
Payment
Royalties
Intellectual Property
Quality Control
Performance Requirements
Reporting
Audit Rights
Confidentiality
Non-Competition
Warranties
Indemnification
Liability
Force Majeure
Assignment
Sub-licensing
Competition Law Compliance
BBBEE Compliance
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Waiver
Technology Transfer
Export Control
Data Protection
Boilerplate
Grant of Rights
Exclusions
Territory
Exclusivity
Term
Termination
Payment
Royalties
Intellectual Property
Quality Control
Performance Requirements
Reporting
Audit Rights
Confidentiality
Non-Competition
Warranties
Indemnification
Liability
Force Majeure
Assignment
Sub-licensing
Competition Law Compliance
BBBEE Compliance
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Waiver
Technology Transfer
Export Control
Data Protection
Boilerplate
Relevant Industries
Technology and Software
Manufacturing
Pharmaceuticals
Consumer Goods
Industrial Products
Media and Entertainment
Biotechnology
Telecommunications
Automotive
Research and Development
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Technology Transfer
Innovation
Product Development
Corporate Strategy
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Compliance Officer
Contract Manager
Head of Research and Development
Innovation Director
Chief Legal Officer
Technology Transfer Manager
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