A Foreign Licensing Agreement under Canadian law is essential for businesses looking to expand their intellectual property utilization across international borders while maintaining control over their assets. This document is typically used when a Canadian company wants to permit a foreign entity to use its intellectual property rights, technology, or proprietary information in specific territories outside Canada. The agreement must comply with Canadian federal and provincial laws, including the Patent Act, Trade-marks Act, and Competition Act, while also considering international trade regulations and foreign jurisdiction requirements. It includes crucial provisions for protecting intellectual property rights, establishing payment terms for international transactions, and setting quality control standards. The document is particularly important for managing cross-border intellectual property relationships and ensuring proper economic returns while maintaining brand integrity and legal compliance.
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1. Parties: Identification of licensor and licensee, including full legal names and jurisdictions
2. Background: Context of the agreement, ownership of IP, and purpose of the licensing arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Scope of license, territory, exclusivity/non-exclusivity, and field of use
5. License Fees and Royalties: Payment terms, calculation of royalties, payment methods, and currency
6. Intellectual Property Rights: Ownership, protection, and maintenance of IP rights
7. Confidentiality: Protection of confidential information and trade secrets
8. Quality Control: Standards, inspection rights, and quality assurance requirements
9. Records and Audit Rights: Record-keeping requirements and audit provisions
10. Representations and Warranties: Statements regarding IP ownership, right to license, and compliance with laws
11. Indemnification: Protection against third-party claims and liability allocation
12. Term and Termination: Duration, renewal terms, and termination provisions
13. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
14. Dispute Resolution: Jurisdiction, governing law, and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Technology Transfer: Include when technical knowledge or know-how transfer is part of the agreement
3. Training and Support: Include when ongoing technical support or training is required
4. Improvements: Include when dealing with future improvements to the licensed IP
5. Manufacturing Requirements: Include for licenses involving manufacturing rights
6. Export Control: Include when licensed products/technology are subject to export controls
7. Source Code Escrow: Include for software licensing agreements
8. Marketing and Promotion: Include when licensee has specific marketing obligations
9. Regulatory Compliance: Include for heavily regulated industries (e.g., pharmaceuticals)
10. Insurance Requirements: Include when specific insurance coverage is required
1. Schedule A - Licensed IP: Detailed description of all IP being licensed (patents, trademarks, etc.)
2. Schedule B - Territory: Detailed description of geographic territories covered by the license
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and fees
4. Schedule D - Quality Standards: Specific quality control requirements and standards
5. Schedule E - Technical Specifications: Technical details of licensed technology or products
6. Schedule F - Support Services: Details of technical support and maintenance services
7. Schedule G - Approved Sublicensees: List of pre-approved sublicensees (if applicable)
8. Schedule H - Reporting Ƶ: Standard forms for required reports and notifications
9. Appendix 1 - Compliance Requirements: Specific regulatory or industry compliance requirements
10. Appendix 2 - Brand Guidelines: Guidelines for use of licensed trademarks or branding
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