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Limited License Agreement for United Arab Emirates

Limited License Agreement Template for United Arab Emirates

A Limited License Agreement under UAE law is a legally binding document that grants specific, restricted rights to use intellectual property, technology, or other proprietary assets while maintaining the original owner's underlying rights. This agreement, governed by UAE Federal Laws including the Civil Code and relevant IP legislation, establishes clear boundaries for usage, defines payment terms, and includes specific provisions for protection under UAE jurisdiction. The document incorporates necessary compliance elements with UAE commercial law while addressing key aspects such as territorial restrictions, usage limitations, and term duration.

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What is a Limited License Agreement?

This Limited License Agreement template is designed for use in the United Arab Emirates, complying with UAE Federal Laws and regulations governing intellectual property rights and commercial transactions. The document is particularly relevant when one party (the licensor) wishes to grant another party (the licensee) specific, limited rights to use intellectual property, technology, software, or other proprietary assets while maintaining ownership and control. It includes essential provisions required under UAE law, such as clear scope definition, usage limitations, payment terms, and territorial restrictions. The agreement is structured to protect both parties' interests while ensuring compliance with UAE's legal framework, including the Civil Code, Commercial Transactions Law, and relevant intellectual property legislation. This template is commonly used in various commercial contexts, from technology licensing to brand franchising, and can be customized based on specific business requirements while maintaining its enforceability under UAE law.

What sections should be included in a Limited License Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the subject matter being licensed

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Detailed description of the license being granted, including scope, territory, and any restrictions

5. License Fees and Payment Terms: Financial terms, payment schedule, and payment methods

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

7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

8. Licensee Obligations: Specific duties and responsibilities of the licensee

9. Licensor Obligations: Specific duties and responsibilities of the licensor

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

11. Limitation of Liability: Limits on parties' liability and exclusions

12. Confidentiality: Protection of confidential information exchanged

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability

What sections are optional to include in a Limited License Agreement?

1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards

2. Sub-licensing Rights: Include when licensee is permitted to sub-license to third parties

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

4. Export Control: Required when licensed material may be subject to export regulations

5. Training and Support: Include when licensor provides ongoing support or training

6. Audit Rights: Include when licensor needs right to audit licensee's use of licensed material

7. Insurance Requirements: Include when specific insurance coverage is required from either party

8. Data Protection: Required when license involves processing of personal data

What schedules should be included in a Limited License Agreement?

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

2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material

3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material

7. Appendix B - Quality Standards: Detailed quality requirements and specifications

8. Appendix C - Form of Reports: Templates for required reporting under the agreement

Authors

Alex Denne

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

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions


































Clauses




































Relevant Industries

Technology

Software Development

Manufacturing

Media and Entertainment

Healthcare

Education

Research and Development

Telecommunications

Retail

Professional Services

Pharmaceuticals

Automotive

Consumer Goods

Energy

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Technology

Compliance

Operations

Research and Development

Procurement

Strategy

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Chief Technology Officer

Chief Legal Officer

Commercial Director

Compliance Officer

IP Rights Administrator

General Counsel

Technology Transfer Manager

Partnership Manager

Operations Director

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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