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IP License Agreement

IP License Agreement Template for Ireland

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Key Requirements PROMPT example:

IP License Agreement

I need an IP License Agreement for licensing our proprietary software technology to multiple European customers, with the agreement being non-exclusive and including provisions for regular software updates and technical support, starting from March 2025.

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Document background
An IP License Agreement is essential when one party (the licensor) wishes to grant another party (the licensee) the right to use specific intellectual property while retaining ownership. This document is crucial in the Irish business landscape, where intellectual property transactions must comply with both national legislation and EU regulations. The agreement typically covers various forms of IP including patents, trademarks, copyright, and trade secrets. It's particularly relevant for technology transfers, software licensing, brand licensing, and research commercialization. The document sets out critical terms including license scope, territory, duration, payment structures, quality control, and compliance requirements. Under Irish law, these agreements must carefully balance commercial interests with legal requirements, including competition law considerations and data protection obligations.
Suggested Sections

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

2. Background: Context of the agreement, ownership of the IP, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP definitions

4. Grant of License: Scope of the license, including territory, exclusivity, and field of use

5. Term and Termination: Duration of the license and circumstances for termination

6. Payment Terms: License fees, royalties, payment schedules, and reporting requirements

7. IP Protection and Maintenance: Responsibilities for maintaining and protecting the licensed IP

8. Quality Control: Standards for using the IP and quality assurance requirements

9. Confidentiality: Protection of confidential information exchanged during the license period

10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement

11. Indemnification: Mutual indemnification obligations for IP claims and breaches

12. Governing Law and Jurisdiction: Specification of Irish law and jurisdiction for dispute resolution

13. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement

Optional Sections

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

2. Improvements: Include when dealing with future improvements to the IP and ownership/licensing rights

3. Source Code Escrow: Include for software licenses where source code access may be required

4. Export Control: Include when IP may be subject to international export restrictions

5. Performance Obligations: Include when licensee must meet specific performance targets

6. Training and Support: Include when licensor provides technical support or training

7. Data Protection: Include when IP usage involves processing personal data

8. Competition Law Compliance: Include when license terms could impact market competition

9. Change of Control: Include when license rights are affected by ownership changes

Suggested Schedules

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

2. Schedule 2 - Technical Specifications: Technical details and requirements for IP implementation

3. Schedule 3 - Quality Standards: Detailed quality control requirements and procedures

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties

5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

6. Schedule 6 - Service Level Agreement: Support and maintenance service levels if applicable

7. Appendix A - Brand Guidelines: Guidelines for using licensed trademarks or branding

8. Appendix B - Reporting Templates: Standard forms for royalty reporting and other required reports

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

alex.den.21@genieai.co
Relevant legal definitions




















































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Relevant Industries

Technology

Software Development

Pharmaceuticals

Biotechnology

Manufacturing

Media and Entertainment

Telecommunications

Research and Development

Consumer Goods

Fashion and Luxury Goods

Automotive

Electronics

Gaming

Healthcare

Education

Relevant Teams

Legal

Intellectual Property

Research and Development

Commercial

Finance

Innovation

Business Development

Compliance

Technology Transfer

Product Development

Relevant Roles

Chief Technology Officer

Intellectual Property Counsel

Legal Director

Licensing Manager

Research and Development Director

Commercial Director

Chief Financial Officer

Head of Innovation

Patent Attorney

Technology Transfer Manager

Business Development Manager

Compliance Officer

Contract Manager

Chief Legal Officer

Innovation 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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