A License Back Agreement becomes necessary in scenarios where a company transfers its intellectual property rights but needs to maintain certain usage rights for ongoing operations. This document type is commonly used in Canadian business transactions involving corporate restructuring, M&A deals, or strategic partnerships. The agreement ensures compliance with Canadian federal and provincial laws, including the Patent Act, Copyright Act, and Competition Act. It typically includes detailed provisions on the scope of licensed rights, quality control measures, confidentiality obligations, and commercial terms. The License Back Agreement is particularly crucial in protecting both parties' interests while facilitating continued business operations and technological collaboration.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the original IP ownership and reason for the license back arrangement
3. Definitions: Key terms used throughout the agreement including technical terms and defined concepts
4. Grant of License: Specific rights being licensed back, including scope, territory, and field of use
5. Term and Termination: Duration of the license and circumstances under which it can be terminated
6. Payment Terms: Any fees, royalties, or other financial considerations for the license
7. IP Ownership and Protection: Confirmation of underlying IP ownership and obligations regarding IP protection
8. Confidentiality: Obligations regarding protection of confidential information exchanged
9. Quality Control: Standards and requirements for use of the licensed IP
10. Representations and Warranties: Standard warranties regarding IP ownership and right to license
11. Indemnification: Mutual obligations to protect against third-party claims
12. General Provisions: Standard boilerplate including governing law, notices, and amendment procedures
1. Sublicensing Rights: Include when licensee needs right to grant sublicenses to third parties
2. Technology Transfer: Include when technical knowledge or support is needed for implementation
3. Performance Obligations: Include when minimum usage or sales targets are required
4. Export Control: Include when licensed technology is subject to export regulations
5. Source Code Escrow: Include for software-related licenses requiring code protection
6. Data Protection: Include when licensed technology involves personal data processing
7. Improvement Rights: Include when parties want to address rights to future improvements
8. Competition Compliance: Include when arrangement could raise competition law concerns
1. Schedule A - Licensed IP: Detailed description of the intellectual property being licensed back
2. Schedule B - Technical Specifications: Technical requirements and standards for implementation
3. Schedule C - Royalty Calculations: Detailed methodology for calculating any royalty payments
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Support Services: Details of any technical support or maintenance services
6. Appendix 1 - Approved Form of Sublicense: Template for approved sublicense agreements if permitted
7. Appendix 2 - Reporting Templates: Standard forms for required performance or royalty reporting
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Pharmaceuticals and Healthcare
Manufacturing and Industrial
Telecommunications
Automotive
Aerospace and Defense
Consumer Electronics
Biotechnology
Media and Entertainment
Research and Development
Relevant Teams
Legal
Intellectual Property
Research and Development
Business Development
Technology Transfer
Commercial Operations
Corporate Development
Licensing
Patents
Innovation
Relevant Roles
Chief Legal Officer
IP Counsel
Licensing Manager
Chief Technology Officer
Research Director
Business Development Director
Commercial Director
Technology Transfer Manager
Patent Attorney
General Counsel
VP of Innovation
Chief IP Officer
Corporate Development Manager
Strategic Alliance Manager
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