A Technology Licence Agreement is essential when one party wishes to grant another party the right to use, implement, or commercialize specific technology while retaining ownership. This agreement, governed by English and Welsh law, is commonly used in various technology transfers, software licensing, and intellectual property arrangements. It provides detailed terms covering licence scope, payment structures, confidentiality obligations, and compliance requirements. The agreement should be tailored to address specific technology requirements while ensuring adherence to relevant UK legislation, including intellectual property laws, data protection regulations, and competition law.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the technology being licensed
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence (exclusive/non-exclusive, territory, field of use)
5. Intellectual Property Rights: Ownership and protection of IP rights
6. Payment Terms: Licence fees, royalties, and payment conditions
7. Confidentiality: Protection of confidential information and trade secrets
8. Term and Termination: Duration of agreement and termination provisions
9. General Provisions: Standard boilerplate clauses including governing law
1. Technical Support and Maintenance: Terms for ongoing support services - include when the licence includes technical support or maintenance services
2. Source Code Escrow: Provisions for source code protection - include when licensing software with source code protection requirements
3. Export Control: Compliance with export regulations - include when technology may be subject to export restrictions
4. Data Protection: Compliance with data protection laws - include when personal data processing is involved
5. Development Obligations: Terms for further development of the technology - include when ongoing development is part of the agreement
1. Technical Specification: Detailed description of the licensed technology
2. Licensed Patents: List of patents covered by the licence
3. Royalty Calculations: Detailed methodology for calculating royalties
4. Service Level Agreement: Performance metrics and support requirements
5. Acceptance Testing: Procedures for testing and accepting the technology
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