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This Exclusive Perpetual License agreement template is designed for use under Canadian federal and provincial law when one party wishes to grant another party permanent and exclusive rights to their intellectual property. The agreement is particularly suitable for long-term strategic partnerships involving valuable IP assets such as patents, software, trademarks, or proprietary technology. It includes essential provisions required by Canadian intellectual property laws, competition regulations, and provincial contract laws, while addressing key commercial terms such as payment structures, quality control measures, and compliance requirements. The document is structured to provide comprehensive protection for both licensor and licensee, with specific attention to the perpetual and exclusive nature of the license grant. It is commonly used in technology transfers, software licensing, manufacturing agreements, and research commercialization, where the licensee requires secure, long-term access to the licensed property with assurance of exclusivity.

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the intellectual property being licensed, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Field of Use

4. Grant of License: Explicit statement of the exclusive, perpetual license grant, including territorial scope and field of use restrictions

5. License Fee and Payment Terms: Details of initial license fee, any ongoing royalties, payment methods, and timing

6. Licensor's Obligations: Obligations including delivery of licensed material, technical support, and maintenance of IP rights

7. Licensee's Obligations: Requirements for use of licensed property, quality control, and reporting obligations

8. Intellectual Property Protection: Provisions for IP ownership, protection, and enforcement of rights

9. Quality Control: Standards and procedures for maintaining quality in the use of licensed property

10. Representations and Warranties: Standard and specific warranties regarding ownership, non-infringement, and authority to license

11. Indemnification: Mutual indemnification obligations for third-party claims and breaches

12. Confidentiality: Protection of confidential information exchanged under the agreement

13. Material Breach and Termination: Grounds for termination despite perpetual nature, procedures for material breach

14. Effect of Termination: Consequences of termination and surviving obligations

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment