The Limited Use Licence Agreement is essential when an organization or individual needs to grant others specific, controlled access to their intellectual property or materials while retaining ownership rights. This agreement, governed by English and Welsh law, is commonly used in software distribution, content licensing, and technology transfer scenarios. It provides detailed terms covering usage rights, restrictions, duration, and termination conditions, ensuring both parties have clear understanding of permitted uses while protecting the licensor's intellectual property rights.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed material
3. Definitions: Key terms used throughout the agreement including Licensed Materials, Permitted Use, Term
4. Grant of Licence: Scope and nature of the licence being granted, including territory and exclusivity provisions
5. Licence Restrictions: Specific limitations and prohibited uses of the licensed materials
6. Term and Termination: Duration of licence, renewal terms, and circumstances for termination
7. Intellectual Property Rights: Ownership and protection of IP rights, including infringement provisions
8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Payment Terms: Financial arrangements, payment schedule, and late payment provisions - include when licence is paid
2. Service Level Agreement: Performance standards and support obligations - include when ongoing support is provided
3. Data Protection: GDPR and data protection obligations - include when personal data processing is involved
4. Warranties and Indemnities: Additional protections and guarantees - include for high-value or high-risk licenses
1. Schedule 1 - Licensed Materials: Detailed description and specification of materials covered by licence
2. Schedule 2 - Technical Requirements: Technical specifications and requirements for use of licensed materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, payment terms and schedules
4. Schedule 4 - Acceptable Use Policy: Detailed terms of acceptable use and usage restrictions
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