The Third Party License agreement is a crucial document used when a business needs to formally grant usage rights of its intellectual property, technology, or commercial assets to another entity while operating under UAE jurisdiction. This agreement is particularly relevant in the UAE's growing technology and commercial sectors, where licensing arrangements are becoming increasingly common. The document encompasses essential elements required by UAE Federal Laws, including Law No. 7 of 2002 on Copyrights and Related Rights, and Law No. 37 of 1992 on Trademarks. It provides comprehensive coverage of license scope, territorial restrictions, payment terms, quality control measures, and compliance requirements, while addressing specific UAE market considerations and international business practices. The agreement is structured to protect both licensor and licensee interests while ensuring adherence to local regulations and commercial practices.
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1. Parties: Identification and details of the licensor and licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and brief description of the licensed material/property
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific details of the license grant, including scope, territory, and whether exclusive or non-exclusive
5. License Fees and Payment Terms: Financial terms, payment schedule, and method of payment
6. Term and Termination: Duration of the license, renewal terms, and circumstances for termination
7. Intellectual Property Rights: Ownership rights, protection of IP, and handling of improvements or derivatives
8. Confidentiality: Protection and handling of confidential information exchanged between parties
9. Warranties and Representations: Standard warranties regarding ownership, right to license, and compliance with laws
10. Limitation of Liability: Limits on liability and indemnification provisions
11. Compliance with Laws: Obligation to comply with UAE laws and regulations
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Sub-licensing Rights: Include when licensee may be permitted to sub-license to third parties
3. Technical Support and Maintenance: Necessary when the license includes ongoing technical support or maintenance services
4. Export Control: Required when licensed material may be subject to export control regulations
5. Source Code Escrow: Include for software licenses where source code access might be needed in specific circumstances
6. Data Protection: Required when the licensed material involves processing of personal data
7. Training and Implementation: Include when the license includes training or implementation services
8. Marketing and Promotion: Required when the agreement includes terms about how the licensed material can be marketed
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, including license fees, maintenance fees, and other charges
3. Schedule 3 - Technical Requirements: Technical specifications, system requirements, or compatibility requirements
4. Schedule 4 - Service Levels: Service level agreements and performance metrics, if applicable
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees, if sub-licensing is permitted
6. Appendix A - Usage Guidelines: Detailed guidelines for proper use of the licensed material
7. Appendix B - Support and Maintenance Procedures: Detailed procedures for obtaining support and maintenance services
8. Appendix C - Compliance Requirements: Specific compliance requirements under UAE law and industry standards
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Retail
Telecommunications
Healthcare
Financial Services
Media and Entertainment
Education
Professional Services
Industrial
Consumer Goods
Automotive
Energy
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Technology
Compliance
Operations
Product Development
Partnerships
Risk Management
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Licensing Manager
Business Development Manager
Technology Director
Compliance Officer
Contract Manager
Chief Legal Officer
Chief Technology Officer
Operations Director
Product Manager
Partnership Manager
Risk Manager
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