Royalty Non Exclusive License

Royalty Non Exclusive License Template for New Zealand

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Key Requirements PROMPT example:

"I need a Royalty Non-Exclusive License agreement under New Zealand law for licensing our enterprise software platform to multiple Asia-Pacific distributors, with quarterly royalty payments of 15% of net sales and minimum annual guarantees starting from March 2025."

What is a Royalty Non Exclusive License?

This Royalty Non-Exclusive License agreement template is designed for use in New Zealand when an intellectual property owner wishes to grant non-exclusive usage rights to another party while maintaining ownership and the ability to license to others. It is particularly useful for businesses seeking to monetize their intellectual property through multiple licensing arrangements without transferring ownership. The document includes comprehensive provisions for royalty calculations, quality control, reporting requirements, and appropriate protections under New Zealand law. It is suitable for various types of intellectual property, including software, patents, trademarks, and creative works, and can be customized based on the specific type of IP being licensed and industry requirements. The agreement ensures compliance with New Zealand's legal framework, including the Copyright Act 1994, Fair Trading Act 1986, and relevant tax legislation.

What sections should be included in a Royalty Non Exclusive License?

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Sets out the context of the agreement, including ownership of the intellectual property and intention to license

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the nature and scope of the non-exclusive license, including permitted uses and territory

5. Term and Termination: Specifies the duration of the license and circumstances for termination

6. Royalty Payments: Details the royalty calculation method, payment terms, and reporting requirements

7. Intellectual Property Rights: Confirms ownership of IP and handles any improvements or modifications

8. Quality Control: Sets standards for use of the licensed property and inspection rights

9. Representations and Warranties: Contains basic warranties about ownership, right to license, and non-infringement

10. Confidentiality: Protects confidential information exchanged during the license relationship

11. Indemnification: Establishes indemnification obligations for IP infringement and other risks

12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Royalty Non Exclusive License?

1. Sublicensing Rights: Include when licensee is permitted to sublicense the intellectual property to third parties

2. Export Control: Include for international licensing arrangements subject to export regulations

3. Source Code Escrow: Include for software licenses where source code protection is required

4. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

5. Training and Support: Include when licensor must provide technical support or training

6. Insurance: Include when specific insurance coverage is required for the licensed activities

7. Audit Rights: Include when detailed financial auditing provisions are needed beyond basic reporting

8. Change of Control: Include when restrictions on change of control are necessary

What schedules should be included in a Royalty Non Exclusive License?

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed

2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations

3. Schedule 3 - Reporting Template: Template for regular royalty reports and sales information

4. Schedule 4 - Quality Standards: Detailed quality control specifications and requirements

5. Schedule 5 - Territory: Detailed description of geographical territory for the license

6. Appendix A - Technical Specifications: Technical details and specifications for the licensed property

7. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding elements

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Media and Entertainment

Manufacturing

Pharmaceuticals and Biotechnology

Consumer Goods

Publishing

Gaming

Fashion and Apparel

Research and Development

Education

Relevant Teams

Legal

Intellectual Property

Business Development

Finance

Research and Development

Product Development

Quality Assurance

Compliance

Commercial Operations

Technology

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Business Development Director

Commercial Manager

Finance Director

Chief Technology Officer

Product Manager

Quality Assurance Manager

Compliance Officer

Contract Administrator

Chief Financial Officer

Research and Development Director

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