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Royalty Bearing License for Canada

Royalty Bearing License Template for Canada

A comprehensive legal agreement governed by Canadian law that establishes the terms and conditions under which intellectual property rights are licensed in exchange for royalty payments. The agreement details the scope of the license, calculation and payment of royalties, quality control requirements, reporting obligations, and audit rights. It incorporates specific provisions required under Canadian federal and provincial laws, including compliance with the Patent Act, Copyright Act, and relevant tax regulations. The document provides a framework for ongoing commercial relationships while protecting the interests of both the licensor and licensee.

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What is a Royalty Bearing License?

The Royalty Bearing License agreement is essential for businesses seeking to commercialize intellectual property rights in Canada while maintaining control over their use and receiving ongoing compensation. This document is typically used when an IP owner (licensor) wants to permit another party (licensee) to use their intellectual property while receiving regular royalty payments based on the commercial exploitation of the licensed rights. The agreement must comply with Canadian federal and provincial laws, including intellectual property statutes, tax regulations, and competition laws. It includes detailed provisions for calculating royalties, reporting requirements, quality control measures, and audit rights. This type of agreement is particularly important in industries where IP licensing is common, such as technology, pharmaceuticals, and entertainment, and requires careful consideration of both commercial and legal aspects to ensure proper protection of the parties' interests.

What sections should be included in a Royalty Bearing License?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, including ownership of the intellectual property and purpose of the license

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

4. Grant of License: Scope of the license, including territory, exclusivity, and field of use

5. Royalty Obligations: Detailed terms of royalty calculations, minimum payments, and payment procedures

6. Records and Audit Rights: Requirements for maintaining records and licensor's audit rights

7. Quality Control: Standards for licensed products/services and quality assurance requirements

8. Intellectual Property Protection: Provisions for maintaining and protecting the licensed IP

9. Term and Termination: Duration of the agreement and termination provisions

10. Confidentiality: Protection of confidential information exchanged under the agreement

11. Representations and Warranties: Standard warranties regarding IP ownership and right to license

12. Indemnification: Mutual indemnification obligations and procedures

13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Royalty Bearing License?

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

2. Improvements: Include when parties anticipate developments or improvements to the licensed IP

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

4. Technical Support: Include when licensor provides technical assistance or support

5. Export Control: Include for cross-border licenses involving regulated technologies

6. Source Code Escrow: Include for software licenses where source code protection is needed

7. Insurance: Include when specific insurance requirements are necessary

8. Change of Control: Include when agreement should address ownership changes of either party

What schedules should be included in a Royalty Bearing License?

1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed

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

3. Schedule C - Quality Control Standards: Specific quality requirements and testing procedures

4. Schedule D - Reporting Template: Standard format for royalty reports and calculations

5. Schedule E - Approved Form of Sublicense: Template sublicense agreement if sublicensing is permitted

6. Schedule F - Technical Specifications: Detailed technical requirements for licensed products/services

7. Appendix 1 - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks

8. Appendix 2 - Territory Map: Geographic definition of licensed territory if applicable

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

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

































Clauses






























Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Entertainment

Media

Biotechnology

Consumer Goods

Software

Healthcare

Research & Development

Automotive

Energy

Telecommunications

Relevant Teams

Legal

Finance

Business Development

Intellectual Property

Research & Development

Tax

Compliance

Commercial Operations

Product Development

Technology Transfer

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Business Development Director

Chief Financial Officer

Commercial Director

Contract Manager

IP Portfolio Manager

Technology Transfer Officer

Corporate Counsel

Finance Director

Tax Manager

Compliance Officer

Research & Development Director

Product Manager

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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