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.
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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
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
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
Relevant legal definitions
Clauses
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
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