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Inbound License Agreement

Inbound License Agreement Template for India

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Key Requirements PROMPT example:

Inbound License Agreement

"I need an Inbound License Agreement for acquiring rights to use a proprietary software platform from a US-based technology company, with implementation starting January 2025, including provisions for source code escrow and customization rights for the Indian market."

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The Inbound License Agreement is essential for organizations seeking to acquire rights to use third-party intellectual property, technology, or proprietary assets within the Indian legal framework. This document is particularly crucial when a company needs to legally incorporate external technology or IP into its operations, products, or services. The agreement ensures compliance with Indian intellectual property laws, including the Patents Act 1970, Copyright Act 1957, and other relevant legislation. It typically includes detailed provisions on license scope, territory restrictions, payment terms, quality control, and technical specifications. The document is designed to protect both the licensor's IP rights and the licensee's business interests while establishing clear operational guidelines and compliance requirements. Use this template when your organization needs to acquire licenses for technology, software, patents, trademarks, or other intellectual property from third parties in India.
Suggested Sections

1. Parties: Identification of the licensor and licensee with their complete legal details

2. Background: Context of the agreement, relationship between parties, and purpose of the license

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

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

5. License Fees and Payment Terms: Financial terms including royalties, payment schedules, and calculation methods

6. Intellectual Property Rights: Ownership declarations and protection of IP rights

7. Confidentiality: Protection and handling of confidential information exchanged

8. Representations and Warranties: Statements of fact and promises made by both parties

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

10. Indemnification: Protection against third-party claims and liability allocation

11. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

12. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Quality Control: Required when licensing involves manufacturing or product development to maintain standards

2. Regulatory Compliance: Necessary when licensed technology is subject to specific regulatory requirements

3. Source Code Escrow: Required for software licenses to ensure business continuity

4. Export Control: Needed when technology transfer may be subject to export restrictions

5. Performance Obligations: Include when specific performance metrics or milestones are required

6. Audit Rights: Important when royalty calculations need verification or compliance monitoring is required

7. Sub-licensing Rights: Include when licensee may need to grant sub-licenses

8. Competition and Territory Restrictions: Required when geographic or market restrictions apply

Suggested Schedules

1. Schedule A - Licensed IP: Detailed description of intellectual property being licensed

2. Schedule B - Technical Specifications: Technical details and requirements of the licensed technology

3. Schedule C - Payment Terms: Detailed breakdown of fees, royalties, and payment calculations

4. Schedule D - Service Levels: Performance metrics and service level requirements if applicable

5. Schedule E - Support and Maintenance: Terms of technical support and maintenance services

6. Appendix 1 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

7. Appendix 2 - Quality Standards: Detailed quality control requirements and specifications

8. Appendix 3 - Compliance Requirements: Specific regulatory or industry compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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





































Clauses




































Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals and Healthcare

Telecommunications

Media and Entertainment

Automotive

Research and Development

Biotechnology

Consumer Electronics

Industrial Engineering

Relevant Teams

Legal

Intellectual Property

Research and Development

Finance

Procurement

Technology

Business Development

Compliance

Product Development

Innovation

Relevant Roles

General Counsel

IP Counsel

Legal Director

Chief Technology Officer

Chief Financial Officer

Procurement Manager

Research & Development Director

Technology Licensing Manager

IP Portfolio Manager

Business Development Director

Corporate Counsel

Compliance Officer

Technical Program Manager

Innovation Director

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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