The Limited Use License Agreement is a crucial legal instrument used in Pakistan when an entity wishes to grant another party restricted rights to use its intellectual property, software, or other proprietary materials without transferring ownership. This document is essential in today's technology-driven business environment, particularly when companies need to protect their intellectual property while allowing controlled usage by third parties. The agreement must comply with Pakistani legislation, including the Copyright Ordinance of 1962, Patents Ordinance of 2000, and Contract Act of 1872. It typically includes detailed terms about usage scope, territorial restrictions, duration, payment structures, and compliance requirements. This type of agreement is particularly relevant when dealing with software licensing, technology transfers, or any situation where controlled use of proprietary material is needed while maintaining strong protection of intellectual property rights.
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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 licensed material
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including territory and duration
5. License Restrictions: Specific limitations on use, prohibited activities, and usage boundaries
6. Payment Terms: License fees, payment schedule, and related financial terms
7. Intellectual Property Rights: Assertion of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information
9. Term and Termination: Duration of agreement and circumstances for termination
10. Post-Termination Obligations: Actions required after agreement termination
11. Warranties and Representations: Statements of assurance from both parties
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Source Code Escrow: For software licenses where source code protection is required
2. Security Requirements: When licensed material requires specific security measures
3. Quality Control: For licenses involving branding or quality-sensitive materials
4. Training and Support: When technical support or training is part of the license
5. Export Control: For licenses involving international usage or controlled technologies
6. Data Protection: When personal data processing is involved in the licensed material
7. Audit Rights: When regular auditing of license usage is required
8. Sub-licensing Rights: When sub-licensing is permitted under specific conditions
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Service Levels: If applicable, service level commitments and metrics
5. Schedule 5 - Approved Sub-licensees: If applicable, list of approved sub-licensees
6. Appendix A - Usage Guidelines: Detailed guidelines for proper use of the licensed material
7. Appendix B - Support Procedures: If applicable, procedures for obtaining technical support
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