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Out Licensing Agreement for New Zealand

Out Licensing Agreement Template for New Zealand

An Out Licensing Agreement under New Zealand law is a comprehensive legal document that governs the terms under which an intellectual property owner (licensor) grants rights to another party (licensee) to use, manufacture, sell, or otherwise exploit specific intellectual property. The agreement operates within New Zealand's legal framework, particularly considering the Patents Act 2013, Copyright Act 1994, and Trade Marks Act 2002. It includes detailed provisions for royalty payments, quality control, territorial restrictions, and compliance with New Zealand's regulatory requirements, while providing mechanisms for dispute resolution under New Zealand jurisdiction.

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What is a Out Licensing Agreement?

The Out Licensing Agreement is a critical commercial document used when an intellectual property owner wishes to generate revenue by permitting others to use their intellectual property while retaining ownership. This agreement type is essential in the New Zealand market where intellectual property protection and commercialization are governed by robust legislation including the Patents Act 2013 and Copyright Act 1994. The document typically includes comprehensive terms covering license scope, royalty structures, quality control measures, and territorial restrictions. It's particularly relevant for businesses seeking to expand their market reach without directly entering new markets, or those wanting to monetize their intellectual property portfolio. The Out Licensing Agreement must comply with New Zealand's regulatory framework while protecting the licensor's interests and providing clear operational guidelines for the licensee.

What sections should be included in a Out Licensing Agreement?

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

2. Background: Context of the agreement, including brief description of the intellectual property and parties' intentions

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

4. Grant of License: Scope and nature of the license granted, including whether exclusive or non-exclusive

5. License Fee and Royalties: Payment terms, including upfront fees, ongoing royalties, and payment mechanisms

6. Protection of Intellectual Property: Provisions for maintaining and protecting the licensed IP rights

7. Quality Control: Standards and requirements for use of the licensed IP

8. Representations and Warranties: Parties' assertions regarding IP ownership, authority to license, and other material facts

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Confidentiality: Protection of confidential information exchanged during the relationship

11. Record Keeping and Audit Rights: Requirements for maintaining records and rights to audit

12. Dispute Resolution: Procedures for resolving disputes between parties

13. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Out Licensing Agreement?

1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties

2. Territory Restrictions: Include when license is limited to specific geographical areas

3. Improvements and New Developments: Include when parties anticipate modifications or improvements to the licensed IP

4. Technical Support and Training: Include when licensor will provide ongoing support or training

5. Marketing and Promotion: Include when specific marketing requirements or restrictions apply

6. Regulatory Compliance: Include for heavily regulated industries or products

7. Insurance Requirements: Include when specific insurance coverage is required

8. Source Code Escrow: Include for software licensing agreements

9. Export Control: Include when international usage is contemplated

10. Data Protection: Include when personal data processing is involved

What schedules should be included in a Out Licensing Agreement?

1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers

2. Schedule 2 - Royalty Calculations: Detailed formula and examples for calculating royalties

3. Schedule 3 - Quality Standards: Specific quality requirements and testing procedures

4. Schedule 4 - Technical Specifications: Detailed technical information about the licensed IP

5. Schedule 5 - Approved Forms of IP Marking: Required notices and markings for licensed products

6. Schedule 6 - Territory Definition: Detailed description of licensed territories if geographically restricted

7. Schedule 7 - Reporting Ƶ: Standard forms for required periodic reports

8. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks or brands

9. Appendix B - Support Services: Details of any technical support or training to be provided

10. Appendix C - Milestone Requirements: Development or commercialization milestones if applicable

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

New Zealand

Publisher

Ƶ

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use

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