The Sub Licence Agreement is essential in situations where an existing licensee wishes to extend licensed rights to third parties while maintaining compliance with the original license agreement and South African law. This document is commonly used in technology transfers, franchise arrangements, and intellectual property commercialization. The agreement must carefully balance the interests of all parties involved - the original licensor, the licensee (acting as sub-licensor), and the sub-licensee. It typically includes detailed provisions on permitted uses, territorial restrictions, quality control, royalty arrangements, and termination rights. The document must comply with South African intellectual property law, competition law, and general contract principles, while also considering industry-specific regulations where applicable.
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1. Parties: Identification of the Main Licensor, Licensee (Sub-Licensor), and Sub-Licensee, including full legal names and registration details
2. Background: Context of the agreement, including reference to the main license agreement and the authority to sub-license
3. Definitions: Defined terms used throughout the agreement, including specific technical, commercial, and legal terminology
4. Grant of Sub-License: Scope and nature of the sub-license, including territorial limits, exclusivity/non-exclusivity, and permitted uses
5. Duration and Termination: Term of the sub-license, renewal provisions, and circumstances for termination
6. Payment Terms: Financial terms including royalties, fees, payment schedules, and reporting requirements
7. Obligations of Sub-Licensee: Key responsibilities and commitments of the sub-licensee, including quality control and compliance
8. Intellectual Property Rights: Protection of IP rights, ownership provisions, and handling of improvements
9. Warranties and Representations: Assurances given by each party regarding their authority and rights
10. Limitation of Liability: Extent and limitations of parties' liability under the agreement
11. Confidentiality: Protection and handling of confidential information
12. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Quality Control: Detailed quality standards and monitoring procedures, required when the licensed material needs specific quality maintenance
2. Marketing and Promotion: Guidelines for marketing the licensed material, included when the sub-licensee has marketing rights
3. Technical Support: Terms for technical assistance and support, needed when the license involves technical products or services
4. Training: Training obligations and requirements, included when the sub-license requires specific expertise
5. Data Protection: POPIA compliance provisions, required when personal data processing is involved
6. Export Control: Export restriction clauses, needed for international sub-licensing arrangements
7. Source Code Escrow: Escrow arrangements for software sub-licenses, included when software source code is involved
1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Territory: Specific geographical areas covered by the sub-license
3. Schedule 3 - Royalty Calculations: Detailed breakdown of royalty calculations and payment terms
4. Schedule 4 - Technical Specifications: Technical requirements and specifications for the licensed material
5. Schedule 5 - Quality Standards: Specific quality control requirements and benchmarks
6. Appendix A - Main License Agreement: Copy or relevant excerpts of the main license agreement
7. Appendix B - Reporting Templates: Standard forms for required periodic reports
Relevant legal definitions
Agreement
Commencement Date
Confidential Information
Effective Date
Intellectual Property Rights
Licensed Material
Licensed Products
Licensed Technology
Main License
Main Licensor
Net Sales
Original Agreement
Permitted Purpose
Renewal Term
Royalties
Sub-License
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Information
Term
Territory
Third Party
Trade Marks
Quality Standards
Improvements
Background IP
Foreground IP
Reporting Period
Affiliate
Business Day
Commercial Purpose
Force Majeure Event
Governing Law
Intellectual Property
Know-How
Licensed Use
Material Breach
Patent Rights
Related Entities
Termination Date
Commencement Date
Confidential Information
Effective Date
Intellectual Property Rights
Licensed Material
Licensed Products
Licensed Technology
Main License
Main Licensor
Net Sales
Original Agreement
Permitted Purpose
Renewal Term
Royalties
Sub-License
Sub-Licensed Rights
Sub-Licensee
Sub-Licensor
Technical Information
Term
Territory
Third Party
Trade Marks
Quality Standards
Improvements
Background IP
Foreground IP
Reporting Period
Affiliate
Business Day
Commercial Purpose
Force Majeure Event
Governing Law
Intellectual Property
Know-How
Licensed Use
Material Breach
Patent Rights
Related Entities
Termination Date
Clauses
Parties
Interpretation
Definitions
Grant of Sub-License
Territory and Exclusivity
Duration and Term
Consideration and Payment
Royalties
Quality Control
Intellectual Property Rights
Technical Support
Training
Confidentiality
Warranties and Representations
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Reporting Requirements
Improvements
Assignment and Sub-Contracting
Force Majeure
Termination
Effects of Termination
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Amendments
Relationship of Parties
Data Protection
Anti-Corruption
Competition Law Compliance
Interpretation
Definitions
Grant of Sub-License
Territory and Exclusivity
Duration and Term
Consideration and Payment
Royalties
Quality Control
Intellectual Property Rights
Technical Support
Training
Confidentiality
Warranties and Representations
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Reporting Requirements
Improvements
Assignment and Sub-Contracting
Force Majeure
Termination
Effects of Termination
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Amendments
Relationship of Parties
Data Protection
Anti-Corruption
Competition Law Compliance
Relevant Industries
Technology
Software
Manufacturing
Pharmaceuticals
Media and Entertainment
Telecommunications
Biotechnology
Research and Development
Consumer Goods
Automotive
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Compliance
Technology Transfer
Licensing
Corporate Affairs
Research and Development
Operations
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Business Development Manager
Contract Manager
Compliance Officer
Technology Transfer Officer
IP Rights Administrator
General Counsel
Chief Legal Officer
Franchise Manager
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