The Limited Use License Agreement is essential for businesses and individuals in Australia who wish to grant or receive limited rights to use proprietary materials while maintaining control over their intellectual property. This document is commonly used when a party needs to license software, content, technology, or other IP assets for specific purposes while imposing clear restrictions on usage. It ensures compliance with Australian intellectual property laws, consumer protection regulations, and contract law principles. The agreement typically includes detailed terms about permitted uses, restrictions, payment structures, and termination rights. It's particularly relevant in today's digital economy where licensing of intellectual property and technology assets is increasingly common. The document helps protect the licensor's intellectual property rights while providing the licensee with clear parameters for authorized use.
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1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Explains the context of the agreement, including the nature of the licensed material and the purpose of the license
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and duration
5. License Restrictions: Details specific restrictions on use, including prohibited activities and limitations
6. License Fee: Specifies the payment terms, including amount, payment schedule, and method
7. Intellectual Property Rights: Confirms ownership of IP and rights retained by licensor
8. Confidentiality: Establishes obligations regarding confidential information
9. Term and Termination: Specifies duration of agreement and circumstances for termination
10. Warranties and Disclaimers: Sets out warranties provided and disclaimers of liability
11. Indemnification: Establishes indemnification obligations of both parties
12. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and assignment
1. Support and Maintenance: Include when technical support or maintenance services are part of the license
2. Updates and Upgrades: Include when defining terms for software updates or content updates
3. Audit Rights: Include when licensor requires right to audit licensee's compliance
4. Data Protection: Include when personal data processing is involved
5. Export Controls: Include when licensed material may be subject to export regulations
6. Source Code Escrow: Include for software licenses where source code escrow is required
7. Geographic Restrictions: Include when license is restricted to specific territories
8. Sublicensing Rights: Include when sublicensing is permitted under specific conditions
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment terms, and any variable pricing
3. Schedule 3 - Technical Requirements: Technical specifications or requirements for using the licensed material
4. Schedule 4 - Service Level Agreement: Details of support services and performance standards if applicable
5. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
6. Appendix B - Security Requirements: Security protocols and requirements for handling licensed material
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Media and Entertainment
Professional Services
Manufacturing
Healthcare
Education
Financial Services
Retail
Telecommunications
Research and Development
Biotechnology
Creative Industries
Relevant Teams
Legal
Intellectual Property
Licensing
Commercial
Business Development
Technology
Product Development
Risk and Compliance
Operations
Software Development
Content Management
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Chief Technology Officer
Product Manager
Commercial Director
Risk Manager
Compliance Officer
Software Development Manager
Content Licensing Specialist
Chief Legal Officer
Operations Manager
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