This Non-Perpetual License Agreement template is designed for use in technology transfer and intellectual property licensing transactions under Nigerian law. It is particularly suitable for situations where a temporary or fixed-term license is required, rather than an indefinite arrangement. The document incorporates essential elements required by Nigerian legislation, including compliance with the Copyright Act, NOTAP regulations, and relevant technology transfer laws. It is commonly used for software licensing, technology transfers, manufacturing rights, and other intellectual property arrangements where the licensor wishes to maintain long-term control through limited-duration licenses. The agreement includes provisions for renewal options, performance requirements, and termination rights, while ensuring protection of intellectual property rights and compliance with Nigerian commercial law principles.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed material/technology
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope, nature, and territory of the license grant
5. Term and Termination: Duration of license, renewal terms, and termination provisions
6. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements
7. Licensee Obligations: Key responsibilities and restrictions on the licensee
8. Intellectual Property Rights: Protection of IP rights and ownership declarations
9. Confidentiality: Protection of confidential information exchanged during the license period
10. Warranties and Representations: Standard warranties regarding ownership, authority, and non-infringement
11. Limitation of Liability: Limitations on liability and indemnification provisions
12. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notice, assignment, and entire agreement
1. Quality Control: Required when licensing involves products that need quality standards maintenance
2. Technical Support: Include when the license includes technical support or maintenance services
3. Export Controls: Necessary when licensed technology may be subject to export restrictions
4. Source Code Escrow: Required for software licenses where source code protection is needed
5. Training and Documentation: Include when the license includes training or documentation provisions
6. Performance Requirements: Necessary when specific performance metrics must be met by licensee
7. Regulatory Compliance: Include when licensed technology requires specific regulatory approvals
8. Sub-licensing Rights: Include when sub-licensing is permitted under specific conditions
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or technology
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Specifications: Technical details and specifications of the licensed technology
4. Schedule 4 - Service Levels: Performance standards and service level requirements if applicable
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
6. Appendix A - Reporting Ƶ: Standard forms for required periodic reporting
7. Appendix B - Quality Standards: Detailed quality control requirements and standards
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Telecommunications
Software Development
Pharmaceuticals
Oil and Gas
Healthcare
Financial Services
Agriculture
Education
Entertainment
Media
Automotive
Consumer Goods
Research and Development
Relevant Teams
Legal
Intellectual Property
Commercial
Technology
Business Development
Compliance
Finance
Operations
Research and Development
Innovation
Contract Administration
Risk Management
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Chief Technology Officer
Business Development Manager
Licensing Manager
Compliance Officer
Contract Administrator
Technology Transfer Officer
Innovation Director
Research and Development Manager
Chief Executive Officer
Chief Financial Officer
Operations Director
General Counsel
IP Rights Administrator
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