IP licence agreement

About this document

This agreement licenses limited rights to resell the intellectual property in a system.

The system is likely to be related to education or training. It may have a business application. Examples include:

• a vehicle driver training system that if followed ensures that drivers have a certain level of knowledge required to be able to use the vehicle in public places

• an evaluation system for potential employees

• a system that guides the user on how to achieve a certain goal, such as how to set up an independent school

• sports training for a certain demographic, such as a one week football training camp for children under 12 years old

The nature of the IP is not important to the suitability of this document. It could be anything, and applicable to one industry, place or group of people or many.

Nor is it important how the system is delivered to the licensee. You may have produced a DVD, or offer access to online training, with or without hard copy materials.

You may wish to use this document to license use of it to a single large business, or to many smaller ones.

The system may rely on a support system, or require updates. For example, if you offer a system that helps people pass a certain exam, you might need to update the system annually to provide the most recent questions and answers. Or you might upgrade or extend the system from time to time. The agreement includes optional provisions for this.

The rights can be limited as you decide. The licence may last for a certain period, or just cover a certain geographical area, or a particular application.

The sale is for a single, one-off payment. Optionally, you might be paid a royalty for on-going usage as well.

The licensee has no re-sale or sub-licence rights.

Similar documents

If the arrangement is more a sale than permission to use, then a document that deals with a sale of rights might be more appropriate.

Given both types of document allow restrictions, it may be difficult to determine which is more suitable. Contact us for help if needed.

Contents

This is a comprehensive agreement that includes, amongst other legal matters, the following:

• Definitions and interpretation
• Warranties and understandings
• The licence deal
• Licence of supporting IP
• Use of third party IP
• Protection of licensed material
• Royalty calculation
• Third party infringement
• Continuing research, improvement and product updates
• New intellectual property and derived products
• Confidentiality
• Indemnities
• Other matters relating to enforcement and other legal issues

We also provide over 3,000 words of guidance on how to edit the document to suit your circumstances perfectly, with advice on and explanation of all key paragraphs.