The Sublicensable License agreement is a sophisticated legal instrument used when a rights holder wishes to permit a licensee to not only use their intellectual property but also grant further licenses to third parties. This document is essential in Canadian business contexts where distributed or tiered licensing models are needed, such as software distribution, technology transfer, or franchise arrangements. It must comply with Canadian federal intellectual property laws and provincial contract laws, while addressing complex elements such as royalty structures, quality control, and chain of responsibility. The agreement is particularly valuable for businesses seeking to expand their market reach through authorized distributors or resellers, ensuring proper control and protection of intellectual property rights throughout multiple licensing tiers.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, nature of the licensed material, and parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including explicit right to sublicense, territory, and field of use
5. Sublicensing Rights and Obligations: Specific terms governing the licensee's right to sublicense, including any restrictions and requirements
6. License Fees and Royalties: Payment terms, including initial fees, ongoing royalties, and payment mechanisms
7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements
8. Quality Control: Standards and requirements for use of licensed material
9. Representations and Warranties: Parties' assertions regarding authority, ownership, and non-infringement
10. Term and Termination: Duration of agreement, renewal terms, and termination provisions
11. Post-Termination Obligations: Obligations and rights of parties after agreement ends
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notice, assignment, and amendment procedures
1. Source Code Escrow: For software licenses, provisions for source code escrow arrangements
2. Data Protection: When licensed material involves personal data processing
3. Training and Support: When technical support or training is part of the license arrangement
4. Export Control: For licenses involving international trade or controlled technologies
5. Insurance: When specific insurance coverage is required for licensed activities
6. Performance Metrics: When specific performance standards or metrics need to be maintained
7. Audit Rights: When regular auditing of sublicense arrangements is required
8. Marketing and Promotion: When specific terms govern the marketing of licensed materials
1. Schedule A - Licensed Material: Detailed description of the licensed intellectual property
2. Schedule B - Territory: Detailed description of geographic territories where license applies
3. Schedule C - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule D - Technical Specifications: Technical requirements and specifications for licensed material
5. Schedule E - Quality Control Standards: Detailed quality control requirements and procedures
6. Schedule F - Approved Sublicensee Template: Template agreement for use with sublicensees
7. Schedule G - Support and Maintenance Terms: Details of any support and maintenance obligations
8. Appendix 1 - Reporting Ƶ: Standard forms for required reporting under the agreement
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