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Commercial Licence Agreement for New Zealand

Commercial Licence Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which one party (the licensor) grants another party (the licensee) the right to use specific intellectual property, technology, software, content, or other proprietary assets. The agreement addresses key aspects including license scope, territory, duration, payment terms, usage rights, restrictions, intellectual property protection, and compliance with New Zealand regulatory requirements. It includes provisions for termination, warranties, liability limitations, and dispute resolution under New Zealand jurisdiction, while ensuring alignment with relevant legislation such as the Contract and Commercial Law Act 2017 and intellectual property laws.

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Commercial Licence Agreement

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What is a Commercial Licence Agreement?

The Commercial License Agreement is a crucial legal instrument used in New Zealand business operations where one party wishes to grant another the right to use their intellectual property, technology, software, or other proprietary assets while maintaining ownership rights. This type of agreement is essential in today's knowledge-based economy, particularly in sectors involving technology transfer, software distribution, content licensing, and intellectual property commercialization. The agreement must comply with New Zealand legal requirements, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant intellectual property legislation. It typically includes detailed provisions on license scope, territory restrictions, payment terms, quality control, and protection of intellectual property rights, while also addressing specific requirements of New Zealand commercial law and business practices.

What sections should be included in a Commercial Licence Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names, company details, and registered addresses

2. Background: Context of the agreement, brief description of the licensed material/property, and general purpose of the licensing arrangement

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

4. License Grant: Scope of the license, including territory, duration, exclusivity/non-exclusivity, and permitted uses

5. License Fees and Payment Terms: Details of license fees, payment schedule, payment methods, and late payment consequences

6. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements or derivatives

7. Obligations of the Licensor: Licensor's commitments regarding delivery, support, maintenance, and updates

8. Obligations of the Licensee: Licensee's commitments regarding use, protection, and compliance with license terms

9. Term and Termination: Duration of agreement, renewal terms, termination rights, and consequences of termination

10. Confidentiality: Protection and handling of confidential information exchanged between parties

11. Warranties and Representations: Warranties provided by each party and limitations of liability

12. Indemnification: Mutual or unilateral indemnification obligations for various risks

13. General Provisions: Standard clauses including governing law, dispute resolution, assignment, and entire agreement

What sections are optional to include in a Commercial Licence Agreement?

1. Quality Control: Required when licensing involves products/services that need to maintain specific quality standards

2. Source Code Escrow: Relevant for software licenses where source code protection is required

3. Data Protection: Required when personal data processing is involved in the licensed activities

4. Export Control: Necessary when licensed material may be subject to export regulations

5. Sub-licensing Rights: Include when licensee may need to sub-license to third parties

6. Performance Requirements: Required when license includes minimum performance or sales targets

7. Training and Support: Include when ongoing training or technical support is part of the license

8. Audit Rights: Important when usage-based licensing requires verification

9. Insurance: Include when specific insurance coverage is required for licensed activities

What schedules should be included in a Commercial Licence Agreement?

1. Schedule 1 - Licensed Material: Detailed description of licensed intellectual property, software, content, or technology

2. Schedule 2 - License Fees: Detailed fee structure, including any variable components or royalty calculations

3. Schedule 3 - Technical Specifications: Technical requirements, compatibility specifications, or performance standards

4. Schedule 4 - Service Level Agreement: Details of support, maintenance, and service levels if applicable

5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if sub-licensing is permitted

6. Schedule 6 - Territory: Detailed description of geographic territories where license applies

7. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material, including branding requirements

8. Appendix B - Reporting Ƶ: Standard forms for usage reporting, royalty calculations, or performance metrics

Authors

Alex Denne

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

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Licensing Agreement

Cost

Free to use
Relevant legal definitions







































Clauses




































Relevant Industries

Technology & Software

Media & Entertainment

Manufacturing

Telecommunications

Healthcare & Life Sciences

Professional Services

Retail & Consumer Goods

Education

Financial Services

Research & Development

Biotechnology

Industrial Design

Publishing

Gaming & Interactive Entertainment

Relevant Teams

Legal

Commercial

Business Development

Intellectual Property

Finance

Risk & Compliance

Information Technology

Research & Development

Operations

Strategy

Product Development

Procurement

Relevant Roles

Legal Counsel

Commercial Director

Licensing Manager

Intellectual Property Manager

Business Development Manager

Chief Technology Officer

Contract Manager

Chief Executive Officer

Chief Financial Officer

Risk Manager

Compliance Officer

Product Manager

Technology Transfer Officer

Operations Director

Commercial Manager

Partnership Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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