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Master License Agreement Template for India

A Master License Agreement under Indian law is a comprehensive legal framework that governs the licensing of software, technology, or intellectual property from a licensor to a licensee. This agreement establishes the fundamental terms and conditions for the licensing relationship, including usage rights, restrictions, payment terms, and compliance requirements. The document incorporates specific provisions required under Indian contract law, IT regulations, and data protection requirements, while addressing intellectual property rights protection under Indian legislation. It serves as an umbrella agreement that can be supplemented with specific schedules and addenda for different products or services.

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What is a Master License Agreement?

The Master License Agreement is a crucial document used when establishing a long-term licensing relationship between a technology provider and a business user under Indian jurisdiction. It is particularly relevant when a company needs to license software, technology platforms, intellectual property, or digital content for business use. The agreement encompasses essential elements required by Indian contract law, including the Indian Contract Act 1872 and Information Technology Act 2000, while providing flexibility to accommodate various licensing scenarios. This document typically includes detailed provisions for license scope, usage rights, compliance requirements, data protection, and dispute resolution mechanisms. The Master License Agreement serves as the foundation for all licensing activities between the parties, with specific products or services detailed in accompanying schedules.

What sections should be included in a Master License Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. License Grant: Scope, nature, and limitations of the license being granted

5. License Fees and Payment Terms: Financial terms, payment schedules, and related obligations

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Confidentiality: Protection and handling of confidential information

8. Term and Termination: Duration of agreement and termination conditions

9. Warranties and Representations: Guarantees and assertions made by both parties

10. Limitation of Liability: Extent and limits of parties' liabilities

11. Indemnification: Protection against third-party claims and damages

12. Compliance with Laws: Obligations to comply with applicable laws and regulations

13. Dispute Resolution: Process for resolving disputes between parties

14. Governing Law and Jurisdiction: Applicable law and jurisdiction for the agreement

15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

What sections are optional to include in a Master License Agreement?

1. Data Protection and Privacy: Required when personal data processing is involved

2. Source Code Escrow: Include when source code protection is necessary

3. Service Levels: Include when specific performance metrics need to be maintained

4. Export Control: Required for international licensing arrangements

5. Training and Support: Include when ongoing support services are part of the license

6. Audit Rights: Include when usage monitoring and verification is required

7. Insurance: Include when specific insurance coverage is required

8. Change Control: Include when formal processes for changes are needed

What schedules should be included in a Master License Agreement?

1. Schedule 1 - Licensed Materials: Detailed description of licensed software, content, or materials

2. Schedule 2 - Technical Specifications: Technical details and requirements of licensed materials

3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms

4. Schedule 4 - Service Level Agreement: Specific performance metrics and service levels if applicable

5. Schedule 5 - Support and Maintenance Terms: Details of support and maintenance services

6. Appendix A - Authorized Users: List of authorized users or user categories

7. Appendix B - Compliance Requirements: Specific compliance and regulatory requirements

8. Appendix C - Security Requirements: Security protocols and requirements for licensed materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Ƶ

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use

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