The International License Agreement is a crucial legal instrument used when one party (licensor) wishes to grant another party (licensee) the right to use specific intellectual property rights across international borders. This document is particularly relevant when Irish-based companies are licensing their IP to foreign entities or vice versa. It addresses key aspects such as scope of rights, territorial limitations, royalty structures, quality control, and compliance with both Irish and international laws. The agreement is essential for protecting IP rights while facilitating international business relationships, and typically includes detailed provisions for handling cross-border issues, currency considerations, and jurisdictional matters. It's specifically designed to comply with Irish law while accommodating international commercial practices and regulatory requirements.
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1. Parties: Identification of licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, ownership of intellectual property, and purpose of the license
3. Definitions: Detailed definitions of terms used throughout the agreement, including Licensed IP, Territory, and Field of Use
4. Grant of License: Scope of license granted, including territory, exclusivity, and field of use restrictions
5. License Fees and Payment Terms: Financial terms, including royalties, payment schedules, and currency specifications
6. Licensed IP Protection: Obligations regarding IP protection, maintenance, and enforcement
7. Quality Control: Standards for use of Licensed IP and quality maintenance requirements
8. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement
9. Term and Termination: Duration of agreement, renewal terms, and termination provisions
10. Confidentiality: Protection of confidential information exchanged during the license relationship
11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate including assignment, variation, notices, and entire agreement
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the IP to third parties
2. Improvements: Include when parties anticipate developments or improvements to the Licensed IP
3. Source Code Escrow: Include for software licenses where source code protection is required
4. Data Protection: Include when personal data processing is involved in the license arrangement
5. Export Control: Include when licensed technology is subject to export control regulations
6. Insurance: Include when specific insurance coverage is required for the licensed activities
7. Training and Support: Include when technical support or training is part of the license arrangement
8. Localization Rights: Include when licensed content needs to be adapted for different territories
1. Schedule 1 - Licensed IP: Detailed description of all intellectual property covered by the license
2. Schedule 2 - Territory: Detailed list of countries or regions where license is valid
3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed technology
4. Schedule 4 - Quality Control Standards: Specific quality standards and testing procedures
5. Schedule 5 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks and branding
8. Appendix B - Support Services: Details of any technical support or maintenance services
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Pharmaceuticals
Media and Entertainment
Telecommunications
Biotechnology
Consumer Goods
Industrial Products
Research and Development
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
International Operations
Technology Transfer
Product Development
Corporate Affairs
Relevant Roles
Legal Counsel
IP Manager
Licensing Director
Commercial Director
Chief Technology Officer
Business Development Manager
Contract Manager
Compliance Officer
General Counsel
IP Rights Administrator
Technology Transfer Manager
International Business Manager
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