The Under Licence Agreement template is designed for use in South African jurisdiction when one party wishes to grant another party the right to use, exploit, or commercialize specific intellectual property rights, technology, or proprietary information. This document is essential in various commercial contexts, from software licensing to patent exploitation, and must comply with South African intellectual property laws, competition regulations, and exchange control requirements. The agreement typically includes detailed provisions on license scope, territory restrictions, payment terms, quality control measures, and protection of intellectual property rights. It's particularly important in cross-border transactions where South African exchange control regulations must be considered for royalty payments. The Under Licence Agreement serves as a crucial tool for businesses looking to monetize their intellectual property while maintaining control over its use and exploitation.
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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement and brief description of the parties' intention
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Grant of License: Specific details of the license being granted, including scope, territory, and whether exclusive or non-exclusive
5. Duration and Term: Period of the license, including commencement date, term, and renewal provisions
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Licensee Obligations: Core responsibilities and obligations of the Licensee
8. Licensor Obligations: Core responsibilities and obligations of the Licensor
9. Intellectual Property Rights: Protection and ownership of IP rights, including improvements and modifications
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Warranties and Representations: Standard warranties regarding ownership, right to license, and non-infringement
12. Termination: Grounds for termination and consequences thereof
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Quality Control: Required when licensing trademarks or where product quality standards must be maintained
2. Sub-licensing Rights: Include when the Licensee is permitted to sub-license the rights
3. Technical Support: Necessary when the license includes provision of technical support or maintenance
4. Source Code Escrow: Required for software licenses where source code protection is needed
5. Competition Compliance: Specific provisions ensuring compliance with competition laws
6. Export Control: Required when the licensed product/technology is subject to export restrictions
7. Data Protection: Include when personal data processing is involved in the license arrangement
8. Change Control: Include when the licensed material may need updates or modifications
9. Territory Restrictions: Specific geographical limitations on the license use
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods
3. Schedule 3 - Technical Specifications: Technical details and specifications of licensed technology or products
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Support Services: Details of any technical support or maintenance services
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix A - Brand Guidelines: Required for trademark licenses, detailing usage requirements
8. Appendix B - Reporting Templates: Standard forms for required reporting under the agreement
Relevant legal definitions
Affiliate
Agreement
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Derivative Works
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Material
Licensed Products
Licensed Technology
License Fee
Licensee
Licensor
Marks
Net Sales
Notice
Patents
Permitted Purpose
Proprietary Information
Quality Standards
Renewal Term
Royalties
South African Territory
Specifications
Sub-license
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Use
Valid Claim
Works
Agreement
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Derivative Works
Effective Date
Field of Use
Force Majeure Event
Foreground IP
Improvements
Initial Term
Intellectual Property Rights
License
Licensed Material
Licensed Products
Licensed Technology
License Fee
Licensee
Licensor
Marks
Net Sales
Notice
Patents
Permitted Purpose
Proprietary Information
Quality Standards
Renewal Term
Royalties
South African Territory
Specifications
Sub-license
Technical Information
Term
Territory
Third Party
Trade Secrets
Trademarks
Use
Valid Claim
Works
Clauses
Definitions and Interpretation
Grant of License
Scope of License
Territory Restrictions
Exclusivity
Term and Duration
Renewal Rights
Payment Terms
Royalties
Intellectual Property Rights
IP Protection
Quality Control
Confidentiality
Performance Obligations
Reporting Requirements
Audit Rights
Warranties and Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment and Sub-licensing
Technical Support
Maintenance
Training
Documentation
Competition Compliance
Data Protection
Exchange Control
Regulatory Compliance
Record Keeping
Insurance
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Costs
Counterparts
Grant of License
Scope of License
Territory Restrictions
Exclusivity
Term and Duration
Renewal Rights
Payment Terms
Royalties
Intellectual Property Rights
IP Protection
Quality Control
Confidentiality
Performance Obligations
Reporting Requirements
Audit Rights
Warranties and Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment and Sub-licensing
Technical Support
Maintenance
Training
Documentation
Competition Compliance
Data Protection
Exchange Control
Regulatory Compliance
Record Keeping
Insurance
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Costs
Counterparts
Relevant Industries
Technology and Software
Manufacturing
Pharmaceuticals and Healthcare
Media and Entertainment
Telecommunications
Research and Development
Consumer Goods
Automotive
Energy and Resources
Education and Training
Biotechnology
Retail and Fashion
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Finance
Technology
Innovation
Operations
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Technology Transfer Officer
Licensing Manager
Business Development Manager
Contract Manager
Chief Technology Officer
Innovation Director
Research and Development Director
Compliance Officer
Patent Attorney
Chief Legal Officer
Chief Commercial Officer
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