The Exclusive and Non-Exclusive License Agreement is a sophisticated legal instrument used when an intellectual property owner wishes to implement a multi-tiered licensing strategy in South Africa. This document becomes necessary when the licensor wants to grant exclusive rights to certain parties in specific territories or fields while maintaining the flexibility to license the same IP non-exclusively in other contexts. It must comply with South African legislation, including the Copyright Act 98 of 1978, Patents Act 57 of 1978, and Competition Act 89 of 1998. The agreement typically includes detailed provisions for different royalty structures, territorial restrictions, quality control measures, and compliance requirements for each type of license granted. It's particularly useful in situations involving complex IP portfolios, international licensing arrangements, or when creating strategic partnerships while preserving broader market opportunities.
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1. Parties: Identification of the Licensor and Licensee with their full legal details
2. Background: Context of the agreement, description of the intellectual property, and the parties' intentions regarding exclusive and non-exclusive licensing
3. Definitions: Key terms including Licensed IP, Territory, Exclusive Rights, Non-Exclusive Rights, Effective Date, etc.
4. Grant of License: Clear delineation of exclusive and non-exclusive rights granted, including scope, territory, and field of use
5. Term and Termination: Duration of the agreement, renewal terms, and termination conditions for both exclusive and non-exclusive portions
6. License Fees and Royalties: Payment terms, including different fee structures for exclusive vs non-exclusive rights
7. Obligations of the Licensor: Licensor's commitments regarding IP maintenance, support, and protection
8. Obligations of the Licensee: Licensee's commitments including quality control, reporting, and usage requirements
9. IP Protection and Infringement: Provisions for protecting the licensed IP and handling infringement cases
10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
11. Limitation of Liability: Limitations on parties' liability and indemnification provisions
12. Confidentiality: Protection of confidential information exchanged during the license relationship
13. General Provisions: Standard clauses including governing law, dispute resolution, and notices
1. Sub-licensing Rights: Include when the licensee is permitted to sub-license the IP to third parties
2. Quality Control: Essential for trademark licenses or when product quality standards must be maintained
3. Technology Transfer: Include when technical knowledge or know-how transfer is part of the license
4. Competition Compliance: Include detailed competition law compliance provisions for exclusive licensing arrangements
5. Improvement Rights: Include when parties want to address rights to improvements made to the licensed IP
6. Export Control: Include when the licensed IP is subject to export control regulations
7. Source Code Escrow: Include for software licenses where source code access may be required
8. Training and Support: Include when the licensor will provide ongoing training or technical support
1. Schedule 1: Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2: Territory and Field of Use: Detailed breakdown of territorial rights and specific fields of use for exclusive vs non-exclusive rights
3. Schedule 3: License Fees and Royalties: Detailed payment terms, calculations, and reporting requirements
4. Schedule 4: Technical Specifications: Technical details of the licensed IP and any quality standards
5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A: Reporting Templates: Standard forms for royalty reporting and other required reports
7. Appendix B: Quality Control Procedures: Detailed quality control requirements and procedures
8. Appendix C: Support and Maintenance Terms: Detailed terms for any ongoing support or maintenance obligations
Relevant legal definitions
Agreement
Applicable Laws
Background IP
Commencement Date
Confidential Information
Derivatives
Effective Date
Exclusive License
Exclusive Rights
Exclusive Territory
Field of Use
Governing Law
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensee
Licensor
Net Sales
Non-Exclusive License
Non-Exclusive Rights
Non-Exclusive Territory
Notice
Party/Parties
Patent Rights
Permitted Purpose
Proprietary Information
Quality Standards
Renewal Term
Royalties
Signature Date
Sub-licensee
Technical Information
Term
Territory
Third Party
Trade Marks
Trade Secrets
Use
Valid Claim
Working Day
Applicable Laws
Background IP
Commencement Date
Confidential Information
Derivatives
Effective Date
Exclusive License
Exclusive Rights
Exclusive Territory
Field of Use
Governing Law
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensee
Licensor
Net Sales
Non-Exclusive License
Non-Exclusive Rights
Non-Exclusive Territory
Notice
Party/Parties
Patent Rights
Permitted Purpose
Proprietary Information
Quality Standards
Renewal Term
Royalties
Signature Date
Sub-licensee
Technical Information
Term
Territory
Third Party
Trade Marks
Trade Secrets
Use
Valid Claim
Working Day
Clauses
Definitions
Interpretation
Grant of Rights
Exclusivity
Territory
Duration
Payment
Royalties
Reporting
Quality Control
Performance Obligations
Technical Support
Improvements
Sub-licensing
Intellectual Property Protection
Warranties
Indemnification
Confidentiality
Competition Compliance
Record Keeping
Audit Rights
Assignment
Force Majeure
Termination
Post-Termination
Dispute Resolution
Governing Law
Severability
Entire Agreement
Notices
Amendments
Waiver
Costs
Good Faith
Relationship of Parties
Interpretation
Grant of Rights
Exclusivity
Territory
Duration
Payment
Royalties
Reporting
Quality Control
Performance Obligations
Technical Support
Improvements
Sub-licensing
Intellectual Property Protection
Warranties
Indemnification
Confidentiality
Competition Compliance
Record Keeping
Audit Rights
Assignment
Force Majeure
Termination
Post-Termination
Dispute Resolution
Governing Law
Severability
Entire Agreement
Notices
Amendments
Waiver
Costs
Good Faith
Relationship of Parties
Relevant Industries
Technology and Software
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Research and Development
Consumer Goods
Industrial Engineering
Telecommunications
Healthcare
Automotive
Education
Relevant Teams
Legal
Intellectual Property
Research and Development
Business Development
Commercial Operations
Technology Transfer
Innovation
Compliance
Corporate Strategy
Licensing Operations
Relevant Roles
Intellectual Property Manager
Licensing Director
Chief Technology Officer
Legal Counsel
Commercial Director
Business Development Manager
Research and Development Director
Innovation Manager
Contract Manager
Technology Transfer Officer
Chief Executive Officer
Intellectual Property Counsel
Partnership Manager
Commercialization Manager
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