The Limited License Agreement serves as a crucial legal instrument for organizations seeking to grant controlled access to their intellectual property or proprietary assets while maintaining ownership and control. This document type is particularly relevant in the Irish legal context, where it must comply with both domestic legislation and EU regulations. The agreement is commonly used when a rights holder wishes to permit another party to use their intellectual property, technology, or other assets under specific conditions, without transferring ownership. It includes essential provisions covering license scope, duration, territory, payment terms, usage restrictions, and termination rights. The document is structured to protect the licensor's interests while providing the licensee with clear parameters for permitted use, making it particularly valuable for technology licensing, software distribution, content licensing, and other scenarios requiring controlled rights allocation.
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1. Parties: Identifies and defines the Licensor and Licensee with full legal names and addresses
2. Background: Establishes context, including ownership of the licensed material and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement, including Licensed Material, Territory, and Term
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and any restrictions
5. Term and Termination: Details the duration of the license and circumstances for termination
6. License Fees: Specifies payment terms, amounts, and payment schedule
7. Licensee Obligations: Lists the licensee's responsibilities and restrictions in using the licensed material
8. Intellectual Property Rights: Confirms the licensor's ownership and protects IP rights
9. Warranties and Representations: States warranties provided by both parties
10. Limitation of Liability: Defines the extent and limitations of each party's liability
11. Confidentiality: Protects confidential information exchanged during the license period
12. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
13. General Provisions: Includes standard boilerplate clauses like entire agreement, severability, and notices
1. Sublicensing Rights: Include when licensee is permitted to sublicense the material to third parties
2. Quality Control: Include for trademark licenses or when maintaining quality standards is crucial
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 licensed activities
5. Support and Maintenance: Include when ongoing technical support or maintenance is part of the agreement
6. Export Control: Include when licensed material may be subject to export regulations
7. Insurance: Include when specific insurance coverage is required for the licensed activities
8. Audit Rights: Include when licensor needs right to audit licensee's use of licensed material
1. Schedule 1 - Licensed Material: Detailed description of the material being licensed, including technical specifications
2. Schedule 2 - License Fees: Detailed breakdown of fees, payment terms, and calculation methods
3. Schedule 3 - Technical Requirements: Technical specifications or requirements for using the licensed material
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable
5. Appendix A - Approved Use Cases: Specific approved uses of the licensed material
6. Appendix B - Territory Definition: Detailed description of geographic or market territories covered
7. Appendix C - Compliance Requirements: Specific compliance requirements or standards to be maintained
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Media and Entertainment
Pharmaceuticals and Healthcare
Manufacturing
Research and Development
Education
Telecommunications
Retail
Financial Services
Professional Services
Biotechnology
Gaming and Interactive Entertainment
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Technology
Compliance
Finance
Product Development
Operations
Research and Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Chief Technology Officer
Contract Manager
Business Development Manager
IP Rights Administrator
Technology Transfer Officer
Compliance Officer
General Counsel
Product Manager
Software Development Manager
Content Licensing Manager
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