This Limited Use License template is designed for use in the Indian legal context where a property owner (licensor) wishes to grant specific, restricted rights to another party (licensee) while maintaining full ownership and control over the licensed material. The document is particularly relevant when the licensor wants to maintain strict control over how their intellectual property or proprietary material is used, while allowing others to benefit from it under carefully defined conditions. It incorporates requirements from Indian contract law, intellectual property legislation, and relevant sector-specific regulations. The agreement is commonly used for software licensing, content distribution, technology transfer, and other scenarios where controlled use of proprietary assets is essential. It includes comprehensive provisions for usage restrictions, territory limitations, non-transfer clauses, and termination rights, making it suitable for both domestic and international licensing arrangements within Indian jurisdiction.
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1. Parties: Identifies and provides full details of the licensor and licensee, including registration details for companies
2. Background: Establishes context, ownership of the licensed material, and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Material', 'Permitted Use', and 'Territory'
4. Grant of License: Specifies the exact nature and scope of the license being granted
5. License Restrictions: Clear enumeration of what the licensee cannot do with the licensed material
6. Term and Termination: Duration of the license and circumstances under which it can be terminated
7. License Fee: Details of payment terms, including amount, payment schedule, and tax implications
8. Intellectual Property Rights: Confirms licensor's ownership and licensee's obligations regarding IP protection
9. Representations and Warranties: Standard warranties about ownership, right to license, and non-infringement
10. Indemnification: Mutual indemnification obligations for breach of agreement terms
11. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes
1. Quality Control: Required when licensed material must meet specific quality standards in its use
2. Sublicensing Rights: Include when licensee may be permitted to sublicense under specific conditions
3. Export Control: Necessary when licensed material may be subject to export regulations
4. Source Code Escrow: For software licenses where source code access might be needed under specific circumstances
5. Data Protection: Required when license involves processing of personal data
6. Maintenance and Support: Include when ongoing technical support or updates are part of the license
7. Geographic Restrictions: When use is limited to specific territories or regions
8. Audit Rights: Include when licensor needs right to audit licensee's use of material
1. Schedule 1 - Licensed Material: Detailed description of the material being licensed, including technical specifications
2. Schedule 2 - Permitted Use: Detailed scope of permitted use cases and examples
3. Schedule 3 - License Fee Schedule: Detailed breakdown of fees, payment terms, and calculation methods
4. Schedule 4 - Technical Requirements: Technical specifications and requirements for using the licensed material
5. Appendix A - Service Level Agreement: If applicable, details of support and maintenance services
6. Appendix B - Security Requirements: Security protocols and requirements for handling licensed material
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Manufacturing
Healthcare
Education
Research and Development
Media and Entertainment
Telecommunications
Biotechnology
Engineering
Automotive
Pharmaceuticals
Consumer Electronics
Relevant Teams
Legal
Intellectual Property
Licensing
Business Development
Research and Development
Product Management
Compliance
Commercial Operations
Technology Transfer
Contract Administration
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Chief Technology Officer
Innovation Director
Product Manager
Research Director
Compliance Officer
Chief Legal Officer
Technology Transfer Officer
IP Rights Manager
Commercial Director
General Counsel
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