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Termination Of License for Canada

Termination Of License Template for Canada

A comprehensive legal document governed by Canadian federal and provincial laws, designed to formally terminate an existing license agreement between parties. This agreement outlines the terms and conditions for ending the licensing relationship, including the effective date of termination, post-termination obligations, handling of intellectual property, return or destruction of licensed materials, and ongoing confidentiality requirements. It incorporates specific provisions compliant with Canadian intellectual property laws, provincial contract laws, and where applicable, the distinct requirements of Quebec civil law, ensuring a legally sound closure of the licensing arrangement while protecting both parties' interests.

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Termination Of License

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What is a Termination Of License?

The Termination of License agreement is a critical legal instrument used when parties wish to formally end their existing licensing relationship. This document is particularly relevant in the Canadian legal context, where it must comply with both federal and provincial regulations, including specific considerations for Quebec's civil law system. It is typically used when a license needs to be terminated due to various circumstances such as expiration, breach, mutual agreement, or strategic business decisions. The agreement addresses key aspects including the termination date, wind-down procedures, intellectual property rights, confidentiality obligations, and any financial settlements. It's essential for protecting both parties' interests and ensuring a clear, legally compliant path forward after the license ends. The document should be customized based on the specific type of license being terminated (e.g., software, patent, trademark) and the particular requirements of the relevant Canadian jurisdiction.

What sections should be included in a Termination Of License?

1. Parties: Identification of the Licensor and Licensee with full legal names and addresses

2. Background: Reference to the original license agreement, its date, and general context for the termination

3. Definitions: Key terms used in the agreement, including reference to defined terms from the original license

4. Termination: Clear statement of termination and effective date

5. Effect of Termination: Immediate consequences of the termination and cessation of rights

6. Post-Termination Obligations: Specific duties of each party following termination

7. Return of Materials: Requirements for returning or destroying licensed materials, documentation, and other assets

8. Confidentiality: Ongoing obligations regarding confidential information

9. Surviving Provisions: Clauses from the original agreement that remain in effect

10. Release and Waiver: Mutual release of claims related to the license agreement

11. Governing Law: Confirmation of applicable law and jurisdiction

12. Execution: Signature blocks and execution details

What sections are optional to include in a Termination Of License?

1. Financial Settlement: Used when there are outstanding payments, royalties, or financial adjustments to be addressed

2. Transition Period: Include when a phase-out period is needed for business continuity

3. Sub-licenses: Required when there are existing sub-licenses that need to be addressed

4. Technology Transfer: Include when specific technical knowledge or documentation needs to be transferred back

5. Non-Compete: Used when post-termination competition restrictions are necessary

6. Public Announcements: Include when the termination requires coordinated public communication

7. Customer Transition: Required when there are end-users or customers who need to be notified or transitioned

What schedules should be included in a Termination Of License?

1. Schedule A - Original License Agreement: Copy or reference to the original license agreement being terminated

2. Schedule B - Licensed Materials Inventory: List of all materials, software, documentation to be returned or destroyed

3. Schedule C - Financial Statement: Statement of any outstanding financial obligations or final payments

4. Schedule D - Transition Plan: Detailed timeline and steps for implementing the termination

5. Schedule E - Sub-licensee List: List of all sub-licensees and their status

6. Appendix 1 - Return Confirmation Form: Template for confirming return or destruction of licensed materials

7. Appendix 2 - Release Certificate: Form for mutual release of obligations and claims

Authors

Alex Denne

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

Jurisdiction

Canada

Document Type

Termination Notice

Cost

Free to use
Relevant legal definitions


































Clauses


























Relevant Industries

Technology

Software Development

Manufacturing

Pharmaceuticals

Biotechnology

Media and Entertainment

Telecommunications

Consumer Products

Industrial Equipment

Research and Development

Healthcare

Education

Retail

Automotive

Relevant Teams

Legal

Intellectual Property

Licensing

Commercial

Business Development

Operations

Compliance

Research and Development

Technology Transfer

Contract Administration

Corporate Affairs

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Chief Legal Officer

Chief Technology Officer

Intellectual Property Counsel

Commercial Director

Operations Manager

Compliance Officer

General Counsel

Technology Transfer Manager

Partnership Manager

Industries







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