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Limited Licence Agreement for the United Kingdom

Limited Licence Agreement Template for England and Wales

A Limited Licence Agreement under English and Welsh law is a legally binding contract that grants specific, restricted rights to use intellectual property or other protected assets. The agreement carefully defines the scope, duration, and limitations of the licence, ensuring the licensor maintains control while allowing the licensee limited usage rights. It includes provisions for fees, termination, and compliance with UK intellectual property laws.

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What is a Limited Licence Agreement?

Limited Licence Agreements are essential when businesses or individuals need to grant restricted access to their intellectual property while maintaining ownership and control. This document type, governed by English and Welsh law, provides a framework for protecting intellectual property rights while enabling commercial exploitation. The agreement typically includes specific terms about usage rights, territorial restrictions, payment terms, and termination provisions. It's particularly relevant in technology transfers, content licensing, and product manufacturing scenarios.

What sections should be included in a Limited Licence Agreement?

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

2. Background: Context and purpose of the licence agreement

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence being granted

5. Term and Termination: Duration of licence and termination provisions

6. Fees and Payment: Financial terms and payment conditions

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Warranties and Indemnities: Guarantees and protections provided by each party

9. Confidentiality: Protection of confidential information

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

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

1. Territory Restrictions: Geographic limitations on licence use - include when licence is restricted to specific territories

2. Maintenance and Support: Terms for ongoing support services - include when technical support is part of the agreement

3. Data Protection: Compliance with data protection laws - include when personal data processing is involved

4. Source Code Escrow: Terms for source code protection - include for software licensing agreements

5. Quality Control: Standards and quality requirements - include when licensed materials must meet specific quality standards

What schedules should be included in a Limited Licence Agreement?

1. Schedule 1 - Licensed Materials: Detailed description of licensed intellectual property and scope of use

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

3. Schedule 3 - Service Levels: Performance standards and metrics for any associated services

4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, payment terms and calculation methods

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees and related terms (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

England and Wales

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions





























Clauses






























Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in the UK, particularly relevant for protecting and licensing copyrightable works, designs, and patents

Trade Marks Act 1994: Legislation governing the registration and protection of trademarks in the UK, important if the license involves trademarked materials

Patents Act 1977: Core legislation for patent protection and licensing in the UK, essential if the license involves patented technologies

Database Directive (as retained in UK law): Legislation protecting database rights, particularly relevant if the license involves access to or use of databases

Law of Property (Miscellaneous Provisions) Act 1989: Legislation governing formal requirements for certain types of contracts and property rights

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, ensuring fairness in contractual relationships

Consumer Rights Act 2015: Key legislation protecting consumer rights, applicable if the license agreement involves consumer contracts

UK GDPR: Post-Brexit data protection regulation governing the processing and transfer of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations 2003: Regulations governing electronic communications and privacy protection

Competition Act 1998: Legislation preventing anti-competitive practices, relevant for ensuring license terms don't restrict competition

Enterprise Act 2002: Framework for market regulation and competition law enforcement

Electronic Commerce Regulations 2002: Regulations governing electronic commerce and online business practices

Consumer Contracts Regulations 2013: Specific regulations for consumer contracts, including distance selling provisions

Modern Slavery Act 2015: Legislation addressing supply chain transparency and modern slavery issues

Bribery Act 2010: Anti-corruption legislation that may affect compliance provisions in license agreements

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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