A Product Licence agreement is essential when one party wishes to grant another party rights to manufacture, use, or sell a specific product. This agreement, governed by English and Welsh law, defines the scope of permitted activities, quality standards, territorial restrictions, and financial terms. The document is particularly crucial for protecting intellectual property rights while enabling commercial exploitation of products. It includes comprehensive terms covering licensing rights, quality control, payment structures, and termination provisions, ensuring both parties' interests are protected under UK jurisdiction.
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Key Requirements PROMPT example:
Product Licence
"I need a Product Licence agreement to grant exclusive rights to a UK-based manufacturer to produce and sell our patented automotive components across Europe, with strict quality control measures and a 5% royalty on net sales, starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the product being licensed
3. Definitions: Key terms used throughout the agreement including product specifications, territory, and intellectual property rights
4. Grant of Licence: Scope and nature of the licence being granted, including any restrictions and permitted uses
5. Term and Termination: Duration of licence and circumstances for termination, including notice periods and consequences of termination
6. Payment Terms: Licence fees, royalties, payment schedules and methods of payment
7. IP Rights: Protection and ownership of intellectual property, including any warranties and indemnities
8. Quality Control: Standards and specifications for product manufacture/use, including inspection rights
9. Governing Law: Jurisdiction and applicable law, including dispute resolution procedures
1. Territory: Geographic limitations of the licence and any territory-specific requirements
2. Sub-licensing Rights: Terms and conditions under which sub-licences may be granted
3. Marketing and Promotion: Terms for product marketing, advertising and promotional activities
4. Technical Support: Scope and nature of technical support obligations of licensor
5. Data Protection: Obligations regarding data processing, security and compliance with data protection laws
1. Product Specifications: Detailed technical specifications and requirements of the licensed product
2. Quality Standards: Detailed quality standards, testing procedures and acceptance criteria
3. Payment Schedule: Detailed breakdown of payments, royalties and payment milestones
4. Territory Map: Detailed description or visual representation of geographic areas covered by the licence
5. Brand Guidelines: Detailed rules and requirements for using licensed trademarks and branding elements
Authors
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
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