Excluded License Agreement for South Africa

Excluded License Agreement Template for South Africa

An Excluded License Agreement under South African law is a specialized legal instrument that explicitly defines and carves out specific intellectual property rights or uses that are not granted to the licensee. This agreement operates within the framework of South African intellectual property law, including the Copyright Act, Patents Act, and Competition Act. It is particularly important in complex licensing arrangements where certain rights need to be reserved for the licensor or granted to other parties. The document requires careful consideration of competition law implications and must comply with South African regulatory requirements, especially when dealing with publicly funded research or essential facilities.

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What is a Excluded License Agreement?

The Excluded License Agreement is a crucial document in South African intellectual property transactions where parties need to clearly delineate which rights are not being transferred or licensed. This type of agreement is particularly relevant when a licensor wishes to maintain certain rights for themselves or preserve the ability to license specific rights to other parties. It must comply with South African legislation, including the Intellectual Property Rights from Publicly Financed Research and Development Act and the Competition Act. The agreement is commonly used in technology transfers, research collaborations, and complex commercial arrangements where precise definition of excluded rights is essential for business strategy and legal compliance. Typical scenarios include software licensing with restricted functionalities, pharmaceutical patent licensing with geographic restrictions, or technology licensing with field-of-use limitations.

What sections should be included in a Excluded License Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including description of the intellectual property and business relationship

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific South African legal terms

4. Grant of License: Clear statement of the rights being granted, with emphasis on excluded rights

5. Excluded Rights: Detailed specification of rights explicitly excluded from the license grant

6. Territory and Term: Geographic scope of the license and duration, including any territorial exclusions

7. Payments: Financial terms, including any payments related to excluded rights or territories

8. Intellectual Property Protection: Provisions for protecting IP rights, especially regarding excluded elements

9. Warranties and Representations: Statements about ownership and right to license, particularly regarding excluded elements

10. Breach and Termination: Consequences of breach and termination provisions

11. General Provisions: Standard boilerplate clauses adapted to South African law

What sections are optional to include in a Excluded License Agreement?

1. Competition Law Compliance: Required when exclusions might raise competition law concerns under South African law

2. Export Control: Needed when the license involves international trade or technology transfer restrictions

3. Government Rights: Required when the IP was developed with public funding under South African law

4. Third Party Rights: Include when third party IP rights are relevant to the excluded rights

5. Data Protection: Required when personal data processing is involved in the licensed activities

6. Source Code Provisions: Needed for software licenses where source code access is specifically excluded

7. Quality Control: Include when product quality standards are relevant to the excluded rights

What schedules should be included in a Excluded License Agreement?

1. Schedule A - Licensed Intellectual Property: Detailed description of the intellectual property being licensed

2. Schedule B - Excluded Rights Detail: Comprehensive list and description of all excluded rights

3. Schedule C - Territory Restrictions: Detailed mapping of territorial exclusions and restrictions

4. Schedule D - Technical Specifications: Technical details relevant to the implementation of the license and exclusions

5. Schedule E - Fee Schedule: Detailed breakdown of all fees and payment terms

6. Appendix 1 - Compliance Requirements: Specific compliance requirements under South African law

7. Appendix 2 - Related Agreements: List of related agreements affecting the excluded rights

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

Pharmaceutical and Healthcare

Manufacturing and Industrial

Research and Development

Biotechnology

Telecommunications

Media and Entertainment

Automotive

Consumer Electronics

Educational and Academic

Energy and Resources

Relevant Teams

Legal

Intellectual Property

Business Development

Research and Development

Compliance

Commercial

Technology Transfer

Innovation

Product Development

Strategy

Contracts Administration

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Technology Transfer Officer

Research Director

Commercial Director

Patent Attorney

Compliance Officer

Innovation Manager

Contract Manager

Chief Technology Officer

Chief Legal Officer

IP Rights Administrator

Business Strategy 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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