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Limited License Agreement for New Zealand

Limited License Agreement Template for New Zealand

A Limited License Agreement under New Zealand law is a legally binding contract that grants specific, restricted rights to use intellectual property, technology, content, or other protected assets. The agreement operates within the framework of New Zealand's intellectual property and contract laws, particularly the Contract and Commercial Law Act 2017 and relevant IP legislation. It precisely defines the scope, duration, and limitations of the license, along with payment terms, usage restrictions, and the parties' respective rights and obligations. This document is crucial for protecting the licensor's intellectual property while providing the licensee with clear parameters for authorized use.

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What is a Limited License Agreement?

The Limited License Agreement is a fundamental legal instrument used in New Zealand business transactions where one party (the licensor) wishes to grant another party (the licensee) specific, limited rights to use their intellectual property, technology, or other protected assets. This document is essential when organizations need to monetize their intellectual property without transferring ownership, or when businesses need to acquire rights to use others' protected assets in a controlled manner. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Copyright Act 1994, and other relevant legislation. It typically includes detailed terms about usage rights, restrictions, payment structures, quality control measures, and termination conditions. The Limited License Agreement is particularly valuable in scenarios where full transfer of rights is undesirable or unnecessary, allowing for controlled, limited use while maintaining the original owner's core rights.

What sections should be included in a Limited License Agreement?

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Sets out the context of the agreement, including the nature of the intellectual property and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the exact rights being granted, including scope, territory, and whether exclusive or non-exclusive

5. License Fee and Payment Terms: Details the financial terms, including payment amounts, schedule, and method

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

7. Intellectual Property Rights: Confirms ownership of IP and protects licensor's rights

8. Licensee Obligations: Sets out the licensee's responsibilities and restrictions on use

9. Warranties and Representations: States the promises and guarantees made by each party

10. Liability and Indemnification: Addresses risk allocation between parties

11. Confidentiality: Protects confidential information exchanged during the license period

12. General Provisions: Includes standard contractual terms like governing law, notices, and assignment

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

1. Quality Control: Required when licensing trademarks or brands where maintaining quality standards is crucial

2. Sublicensing Rights: Include when the licensee may need to sublicense the rights to third parties

3. Development Obligations: Necessary when the license includes software or technology that requires ongoing development

4. Marketing and Promotion: Include when the license involves commercial exploitation requiring specific marketing terms

5. Source Code Escrow: Required for software licenses where source code access might be needed in specific circumstances

6. Data Protection: Include when the licensed product or service involves processing personal data

7. Export Control: Necessary when the licensed items may be subject to export regulations

8. Support and Maintenance: Include when ongoing technical support or maintenance is part of the license arrangement

What schedules should be included in a Limited License Agreement?

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

2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment structures

3. Schedule 3 - Technical Specifications: Technical details of the licensed property, particularly important for software or technology licenses

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable to the licensed property

5. Schedule 5 - Approved Use Cases: Specific examples and scenarios of permitted uses of the licensed property

6. Appendix A - Form of Reports: Templates for any required reporting by the licensee

7. Appendix B - Brand Guidelines: If applicable, guidelines for using licensed trademarks or brands

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

New Zealand

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions




























Clauses







































Relevant Industries

Technology

Software Development

Media and Entertainment

Manufacturing

Biotechnology

Pharmaceuticals

Research and Development

Consumer Products

Education

Gaming

Telecommunications

Publishing

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Technology

Research and Development

Compliance

Product Development

Content Management

Licensing Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Business Development Manager

Contract Manager

Chief Technology Officer

IP Rights Administrator

Commercial Director

Product Manager

Content Licensing Specialist

Technology Transfer Officer

Research Director

Compliance Officer

General Counsel

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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