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This document template is designed for situations where intellectual property owners wish to grant strong market rights to multiple parties while maintaining more control than a non-exclusive license would offer. The Co-Exclusive License agreement is particularly valuable when targeting different markets, territories, or applications of the same intellectual property. It includes comprehensive provisions for managing the relationship between co-licensees, protecting intellectual property rights, and ensuring compliance with New Zealand competition law. The agreement is typically used in technology transfer, manufacturing rights, and commercialization arrangements where exclusivity is desired but a single exclusive license would be too restrictive. The document structure accommodates New Zealand's legal requirements while facilitating international business relationships, making it suitable for both domestic and cross-border licensing arrangements.

1. Parties: Identification of the Licensor and Licensee, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, description of the intellectual property, and the intention to grant co-exclusive rights

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed IP', 'Territory', 'Field of Use', and 'Co-Exclusive Rights'

4. Grant of License: Specific terms of the co-exclusive license grant, including scope, territory, and field of use restrictions

5. Co-Exclusivity Provisions: Details of how the co-exclusive arrangement works, including relationships between co-licensees and any territorial or field-of-use divisions

6. License Fees and Royalties: Financial terms including upfront payments, ongoing royalties, and payment terms

7. Protection and Enforcement of IP: Rights and obligations regarding IP protection, infringement actions, and cooperation between parties

8. Quality Control: Standards and requirements for use of the licensed IP, including approval processes and quality maintenance

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

10. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

11. Confidentiality: Obligations regarding confidential information shared during the license relationship

12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notice requirements