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The Irrevocable License agreement is a critical document used when parties intend to establish a permanent, unretractable licensing arrangement under UAE law. This type of agreement is particularly relevant in situations requiring long-term certainty, such as significant technology implementations, manufacturing processes, or strategic business partnerships. The document addresses the unique requirements of UAE legal framework, including compliance with Federal Law No. 5 of 1985 (Civil Code) and relevant intellectual property laws. It's commonly used in scenarios where the licensee needs guaranteed, continuous access to licensed assets to protect substantial investments or maintain critical business operations. The agreement typically includes detailed provisions about usage rights, territory restrictions, quality control measures, and dispute resolution mechanisms, all structured to comply with UAE legal requirements while providing maximum protection for all parties involved.

1. Parties: Identification and details of the Licensor and Licensee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, description of the licensed property, and the parties' intention to enter into an irrevocable license arrangement

3. Definitions: Defined terms used throughout the agreement, including Licensed Property, Territory, Term, and other key concepts

4. Grant of License: Explicit statement of the irrevocable license grant, including scope, territory, and duration

5. Nature of License: Specifications regarding exclusivity/non-exclusivity and irrevocability provisions

6. License Fee: Payment terms, including initial fees, ongoing royalties if applicable, and payment mechanisms

7. Licensor's Obligations: Obligations to maintain and protect the licensed property, provide technical support if relevant

8. Licensee's Obligations: Usage requirements, quality control, reporting obligations, and other licensee responsibilities

9. Intellectual Property Rights: Ownership confirmation, protection of IP rights, and handling of improvements

10. Representations and Warranties: Standard and specific warranties regarding ownership, right to license, and quality of licensed property

11. Indemnification: Mutual indemnification provisions for breach of warranties, third-party claims

12. Term and Termination: Duration of agreement and limited circumstances for termination given irrevocable nature

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments