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Non Exclusive Perpetual License Template for Canada

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Key Requirements PROMPT example:

Non Exclusive Perpetual License

"I need a Non-Exclusive Perpetual License agreement for licensing our proprietary software to multiple Canadian educational institutions, with implementation starting January 2025, including specific provisions for student data protection and academic usage rights."

Document background
This document serves as a Non-Exclusive Perpetual License agreement under Canadian jurisdiction, essential for businesses and individuals seeking to establish long-term licensing arrangements without requiring renewal. It is particularly valuable when the licensor wishes to retain the right to license the same material to multiple parties while providing licensees with permanent usage rights. The agreement comprehensively addresses intellectual property rights, usage terms, compliance requirements, and obligations of both parties under Canadian federal and provincial laws. It is commonly used for software licensing, content distribution, technology transfer, and other scenarios requiring perpetual access to intellectual property while maintaining the licensor's ownership rights.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company information

2. Background: Context of the agreement, including brief description of the licensed material and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Core terms of the non-exclusive perpetual license, including scope and territory

5. License Fees: Payment terms, including initial fees and any ongoing royalties or maintenance fees

6. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed material

8. Licensor Obligations: Responsibilities of the licensor, including any support or maintenance obligations

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

10. Limitation of Liability: Limitations on parties' liability and exclusions of certain types of damages

11. Term and Termination: Duration of the agreement and circumstances under which it may be terminated

12. Confidentiality: Obligations regarding confidential information exchanged under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Source Code Escrow: Required if the license involves software and source code protection is needed

2. Data Protection: Required if personal data processing is involved in the licensed material

3. Quality Control: Needed if the licensed material involves trademarks or branding requirements

4. Sublicensing Rights: Include if sublicensing is permitted under specific conditions

5. Support and Maintenance: Detailed support terms if ongoing technical support is provided

6. Training: Include if the licensor will provide training on the licensed material

7. Export Control: Required if the licensed material is subject to export regulations

8. Insurance: Include if specific insurance requirements are needed for high-risk licenses

Suggested Schedules

1. Schedule A - Licensed Material: Detailed description and specifications of the licensed material

2. Schedule B - License Fees: Detailed breakdown of all applicable fees and payment terms

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

4. Schedule D - Service Levels: Service level agreements if ongoing support is provided

5. Schedule E - Approved Sublicensees: List of pre-approved sublicensees if applicable

6. Appendix 1 - Usage Guidelines: Detailed guidelines for acceptable use of the licensed material

7. Appendix 2 - Support Procedures: Procedures for requesting and receiving technical support

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

Media and Entertainment

Publishing

Education

Healthcare

Financial Services

Manufacturing

Telecommunications

Research and Development

Gaming

Biotechnology

Professional Services

Relevant Teams

Legal

Compliance

Intellectual Property

Business Development

Product Development

Information Technology

Research and Development

Procurement

Operations

Finance

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Administrator

Technology Director

Chief Technology Officer

Chief Legal Officer

Business Development Manager

Product Manager

Compliance Officer

Software Development Manager

Content Licensing Director

IP Rights Administrator

General Counsel

Commercial 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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