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Sole License for New Zealand

Sole License Template for New Zealand

A Sole License agreement under New Zealand law is a comprehensive legal document that grants exclusive rights to a single licensee to use specific intellectual property within defined parameters, while the licensor retains ownership rights. This agreement, governed by New Zealand jurisdiction, provides detailed terms for the license grant, usage rights, territorial limitations, payment terms, quality control measures, and compliance requirements. It differs from an exclusive license as the licensor retains the right to use the IP themselves, making it particularly suitable for strategic business partnerships where shared usage rights are desired.

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Sole License

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What is a Sole License?

This Sole License agreement template is designed for use under New Zealand law when a rights holder wishes to grant comprehensive usage rights to another party while retaining their own right to use the intellectual property. The document is essential for businesses seeking to monetize their intellectual property through licensing while maintaining some control over its use. It includes detailed provisions for quality control, payment terms, territorial restrictions, and performance requirements, all structured to comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017 and relevant intellectual property legislation. The Sole License structure is particularly valuable when the licensor wants to maintain an active role in using the IP while still offering significant rights to a licensee.

What sections should be included in a Sole License?

1. Parties: Identification and details of the Licensor and Licensee

2. Background: Context of the agreement, including brief description of the licensed property and purpose of the license

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Grant of License: Specific terms of the sole license grant, including scope, territory, and exclusivity provisions

5. License Fee and Payment Terms: Financial terms including license fees, payment schedule, and payment methods

6. Licensee Obligations: Key responsibilities and obligations of the Licensee in using the licensed property

7. Licensor Obligations: Key responsibilities and obligations of the Licensor in supporting the license

8. Quality Control: Standards and requirements for maintaining quality in the use of licensed property

9. Intellectual Property: Protection of IP rights, ownership declarations, and handling of improvements

10. Term and Termination: Duration of the license and circumstances for termination

11. Confidentiality: Protection of confidential information exchanged during the license period

12. Warranties and Representations: Statements of fact and promises made by both parties

13. Liability and Indemnification: Allocation of risks and responsibilities for damages

14. General Provisions: Standard legal clauses including governing law, notices, and assignment

What sections are optional to include in a Sole License?

1. Minimum Performance Requirements: Used when the license includes specific performance targets or minimum royalty requirements

2. Sub-licensing Rights: Include when the Licensee is permitted to grant sub-licenses

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

4. Technology Transfer: Required when the license involves technical knowledge transfer or training

5. Export Controls: Include when the licensed property may be subject to export regulations

6. Competition Law Compliance: Include when the license might raise competition law concerns

7. Dispute Resolution: Include when specific dispute resolution mechanisms are preferred over standard court proceedings

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

What schedules should be included in a Sole License?

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

2. Schedule 2 - License Fee Structure: Detailed breakdown of fees, royalties, and payment terms

3. Schedule 3 - Territory: Detailed description of the geographic territory covered by the license

4. Schedule 4 - Quality Standards: Specific quality control requirements and standards

5. Schedule 5 - Approved Use: Detailed specifications of how the licensed property may be used

6. Appendix A - Technical Specifications: Technical details of the licensed property if applicable

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

8. Appendix C - Reporting Templates: Standard forms for required reporting under the license

Authors

Alex Denne

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

Jurisdiction

New Zealand

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions





































Clauses










































Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Consumer Goods

Entertainment

Software

Biotechnology

Research and Development

Media and Communications

Fashion and Retail

Food and Beverage

Industrial Design

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Innovation

Partnerships

Licensing

Technology Transfer

Corporate Affairs

Strategy

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Business Development Manager

Licensing Manager

Contract Manager

Chief Legal Officer

IP Rights Administrator

Technology Transfer Officer

Innovation Manager

Research Director

Commercial Manager

Head of Partnerships

Chief Technology Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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