The Master Licence Agreement is designed for situations where one party (the licensor) wishes to grant another party (the licensee) rights to use specific intellectual property under controlled conditions. This agreement, governed by English and Welsh law, provides the foundational framework for managing intellectual property licensing relationships, covering essential elements such as scope of use, payment terms, protection of IP rights, and compliance requirements. It is particularly useful when multiple licenses or products may be added over time through supplementary schedules.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted
5. Licence Fees: Payment terms and fee structure
6. Intellectual Property Rights: Ownership and protection of IP
7. Term and Termination: Duration and termination provisions
8. Warranties and Indemnities: Legal guarantees and protections
1. Source Code Escrow: For software licenses where source code protection is required - used in software licensing agreements
2. Data Protection: Specific data protection obligations - used when personal data processing is involved
3. Export Controls: Export restriction provisions - used in international licensing arrangements
4. Service Levels: Performance standards and metrics - used in software or service-based licenses
1. Licensed Materials: Detailed description of licensed IP/materials
2. Technical Specifications: Technical details and requirements
3. Fee Schedule: Detailed breakdown of fees and payment terms
4. Service Levels: Detailed service level requirements and metrics
5. Permitted Users: List of authorized users or user categories
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