The Perpetual License Agreement serves as a crucial legal instrument in the UAE business landscape, providing a framework for permanent licensing arrangements of intellectual property, software, or technology. This document is particularly relevant when parties seek to establish a long-term, indefinite licensing relationship without the need for periodic renewals. The agreement must comply with UAE federal laws, including intellectual property regulations, commercial transaction laws, and electronic commerce legislation. It typically includes detailed provisions on usage rights, territory restrictions, payment terms, maintenance requirements, and limited termination conditions. The perpetual nature of the license requires careful consideration of long-term implications and specific provisions for support, updates, and dispute resolution under UAE jurisdiction.
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1. Parties: Identification 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 a perpetual license arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Intellectual Property Rights, and Territory
4. Grant of License: Scope of the perpetual license, including usage rights, territories, and any restrictions
5. License Fees: One-time payment terms, payment schedule, and any recurring maintenance fees if applicable
6. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and handling of improvements or modifications
7. Licensee Obligations: Key responsibilities of the licensee including usage restrictions, security measures, and reporting requirements
8. Licensor Obligations: Responsibilities of the licensor including delivery, initial support, and warranty provisions
9. Representations and Warranties: Standard warranties regarding ownership, non-infringement, and performance guarantees
10. Limited Termination Rights: Specific circumstances under which the perpetual license may be terminated, typically limited to material breach
11. Confidentiality: Protection of confidential information exchanged between parties
12. Limitation of Liability: Limitations on liability and indemnification provisions
13. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices
1. Technical Support and Maintenance: Terms for ongoing support and maintenance services, if offered separately from the main license
2. Source Code Escrow: Provisions for source code escrow arrangements, relevant for software licenses where source code access might be needed
3. Export Control: Required when the licensed property may be subject to export control regulations
4. Data Protection: Required when the licensed property involves processing of personal data
5. Training and Implementation: Include when initial training or implementation services are part of the agreement
6. Quality Control: Necessary for licenses involving trademarks or branded products
7. Audit Rights: Include when the licensor needs rights to audit the licensee's use of the licensed property
8. Localization Requirements: Include when the licensed property needs to comply with specific UAE localization requirements
1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including technical specifications and documentation
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Minimum technical specifications and requirements for using the licensed property
4. Schedule 4 - Support and Maintenance Services: Detailed service level agreements and support terms if applicable
5. Schedule 5 - Acceptable Use Policy: Specific guidelines and restrictions for use of the licensed property
6. Appendix A - Form of Acceptance Certificate: Template for formal acceptance of the licensed property
7. Appendix B - Security Requirements: Detailed security requirements and protocols to be followed
8. Appendix C - Approved Sublicensees: List of pre-approved sublicensees if sublicensing is permitted
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Manufacturing
Healthcare
Financial Services
Education
Telecommunications
Media and Entertainment
Professional Services
Retail
Energy and Utilities
Industrial Automation
Research and Development
Biotechnology
Relevant Teams
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Operations
Research and Development
Product Management
Business Development
Risk Management
Technical Support
Commercial Operations
Relevant Roles
Chief Technology Officer
Legal Counsel
Intellectual Property Manager
Software Licensing Manager
Procurement Manager
Contract Administrator
Chief Information Officer
Technology Director
Commercial Director
Compliance Officer
IT Security Manager
Business Development Manager
Chief Financial Officer
Operations Director
Risk Manager
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