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Limited Use License Agreement Template for Canada

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Key Requirements PROMPT example:

Limited Use License Agreement

"I need a Limited Use License Agreement for my software company based in Ontario, Canada, to license our AI-powered analytics software to enterprise customers, with strict usage limitations and data protection provisions that comply with PIPEDA."

Document background
The Limited Use License Agreement is essential for businesses and individuals in Canada who wish to grant controlled access to their intellectual property, software, or proprietary content while maintaining ownership rights. This document is particularly relevant in today's digital economy where licensing of technology and content is increasingly common. The agreement must comply with Canadian federal laws including the Copyright Act, Patent Act, and Personal Information Protection and Electronic Documents Act (PIPEDA), as well as relevant provincial legislation. It typically includes specific provisions for usage restrictions, territory limitations, confidentiality requirements, and termination rights. The Limited Use License Agreement is distinct from other license types as it specifically restricts the scope and nature of permitted use, making it ideal for situations where the licensor wants to maintain tight control over how their intellectual property is used.
Suggested Sections

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

2. Background: Context of the agreement, nature of the licensed material, and general purpose of the license

3. Definitions: Defined terms used throughout the agreement, including technical terms and specific usage definitions

4. Grant of License: Specific details of the license grant, including scope, territory, and duration

5. License Restrictions: Clear outline of prohibited uses and limitations on the license

6. Payment Terms: License fees, payment schedule, and related financial terms

7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

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

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Warranties and Disclaimers: Warranties provided and limitations of liability

11. Governing Law: Specification of Canadian law as governing law and jurisdiction

12. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement

Optional Sections

1. Maintenance and Support: Include when ongoing technical support or maintenance services are part of the license

2. Data Protection: Include when personal data processing is involved in the licensed usage

3. Source Code Escrow: Include for software licenses where source code protection is required

4. Export Controls: Include when licensed material may be subject to international trade restrictions

5. Audit Rights: Include when licensor requires right to audit licensee's usage

6. Service Levels: Include when the license includes specific performance requirements

7. Territory Restrictions: Include when license is restricted to specific geographic regions

8. Sublicensing Rights: Include when licensee is permitted to sublicense to third parties

Suggested Schedules

1. Schedule A - Licensed Material: Detailed description of the licensed material, including technical specifications

2. Schedule B - License Fees: Detailed breakdown of license fees and payment structure

3. Schedule C - Technical Requirements: Technical specifications and requirements for using the licensed material

4. Schedule D - Service Levels: Detailed service level commitments and metrics, if applicable

5. Appendix 1 - Authorized Users: List of authorized users or user categories permitted to use the licensed material

6. Appendix 2 - Acceptable Use Policy: Detailed policies governing the acceptable use of the licensed material

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





























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Relevant Industries

Technology

Software Development

Digital Media

Entertainment

Research and Development

Healthcare

Education

Manufacturing

Financial Services

Telecommunications

Biotechnology

Publishing

Gaming

Relevant Teams

Legal

Intellectual Property

Licensing

Compliance

Business Development

Product Development

Research and Development

Information Technology

Operations

Commercial

Risk Management

Contract Administration

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Administrator

Business Development Director

Technology Transfer Officer

Software Development Manager

Product Manager

Chief Technology Officer

Chief Legal Officer

Compliance Officer

IP Rights Manager

Commercial Director

Operations Manager

Research Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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