A Sub License Agreement is utilized when a party holding a license wishes to extend certain rights to a third party, subject to the terms of their original license agreement. This document is particularly relevant in the Pakistani market where businesses often seek to expand their reach through local partners while maintaining compliance with national laws. The agreement must carefully balance the interests of all parties involved - the master licensor, the sub-licensor, and the sub-licensee - while ensuring adherence to Pakistani intellectual property laws, contract laws, and any applicable industry-specific regulations. Typically used in technology transfers, franchise arrangements, or intellectual property commercialization, the Sub License Agreement must include clear provisions regarding territorial scope, payment structures, quality control measures, and termination rights. The document should also address specific Pakistani legal requirements such as stamp duty obligations and any necessary regulatory approvals.
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1. Parties: Identification of the sub-licensor and sub-licensee with full legal details
2. Background: Context of the agreement, including reference to the master license and authority to sub-license
3. Definitions: Key terms used throughout the agreement including Licensed Rights, Territory, and Field of Use
4. Grant of Sub-License: Scope of the sub-license, including territory, exclusivity status, and field of use
5. Term and Termination: Duration of the sub-license and circumstances for termination
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. Obligations of Sub-Licensee: Key responsibilities including quality control, reporting, and compliance requirements
8. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
9. Warranties and Representations: Standard and specific warranties related to the licensed rights
10. Indemnification: Mutual indemnification provisions for IP claims and breach of agreement
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Improvements: Include when sub-licensee may develop improvements to the licensed technology
2. Sub-License Rights: Include if further sub-licensing is permitted
3. Export Control: Include for cross-border agreements or technology transfer
4. Quality Control: Include for trademark or brand-related licenses
5. Regulatory Compliance: Include for regulated industries or products
6. Training and Support: Include if technical support or training is part of the agreement
7. Source Code Escrow: Include for software-related licenses
8. Insurance: Include when specific insurance requirements are needed
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being sub-licensed
2. Schedule 2 - Territory: Detailed description of the geographic territory covered
3. Schedule 3 - Payment Terms: Detailed breakdown of fees, royalties, and payment calculations
4. Schedule 4 - Technical Specifications: Technical details of licensed technology or products
5. Schedule 5 - Quality Standards: Required quality standards and testing procedures
6. Schedule 6 - Reporting Requirements: Forms and templates for required reports
7. Appendix A - Master License Agreement: Copy or relevant excerpts of the master license agreement
8. Appendix B - Approved Sub-Licensed Products: List of products/services covered by the sub-license
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