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This Licence Agreement is a legal document that outlines the terms and conditions for granting a license to use the licensed property. The agreement is entered into between the Licensor, who owns the intellectual property rights, and the Licensee, who wishes to obtain a license to use the licensed property. The document begins with a brief introduction, highlighting the importance of the agreement.
The agreement is divided into several sections, each serving a specific purpose. The first section provides definitions for key terms used throughout the agreement, such as the Commencement Date, Licensed Products, Purpose, Schedule, Term, and Territory.
The interpretation section clarifies that the clause headings are for reference purposes only and do not affect the interpretation or construction of the agreement. It also states that any reference to an enactment includes reference to it as already amended and includes any future re-enactment or amendment.
The grant of license section specifies that the Licensor grants the Licensee either an exclusive or non-exclusive license to use the licensed property, depending on the agreement. The Licensee is authorized to use the licensed property for the purpose specified in Schedule 1, either alone or in conjunction with other works, within the specified Territory.
The conditions of use section outlines the obligations of the Licensee. These include using the licensed property only for the specified purpose, conforming to applicable statutory and regulatory requirements, not distributing or selling the licensed property to third parties, and using the licensed property in the form stipulated by the Licensor.
The payment section states that the Licensee shall pay a one-time fee specified in Schedule 1 upon the execution of the agreement. The fee is exclusive of VAT, and any applicable VAT or withholding tax shall be paid by the Licensee. The payment must be made within 7 days from the date of the agreement.
The warranty and indemnity section provides assurances from the Licensor that they are the exclusive owner of the licensed property, that it does not infringe any third-party rights, and that they are not aware of any claims of infringement. The Licensor agrees to indemnify and hold the Licensee harmless from any claims arising from the licensed property.
The ownership section acknowledges the Licensor as the sole and exclusive owner of the licensed property. The Licensee agrees not to prejudice the Licensor's title and to include statements in advertisements acknowledging the Licensor's ownership.
The assignment and other dealings section states that the Licensor cannot assign or transfer their rights and obligations under the agreement, while the Licensee has the right to assign or deal with their rights and obligations.
The duration of the agreement section specifies the term of the agreement, which can be a fixed term, continuing term, or renewable term. The termination section outlines the circumstances under which either party can terminate the agreement.
The resolving disputes section encourages the parties to resolve any disagreements through good faith negotiations and mediation. It also clarifies that seeking urgent relief to preserve legal rights is not restricted.
The severability section states that each provision of the agreement is severable, and if any provision becomes illegal, invalid, or unenforceable, it shall be deemed deleted unless it substantially affects the commercial basis of the agreement.
The waivers and amendments section clarifies that no failure or delay by the Licensor in exercising their rights shall operate as a waiver, and any amendments or waivers must be in writing and agreed upon by both parties.
The entire agreement section confirms that the agreement contains the entire understanding between the parties and supersedes any other agreements.
The governing law and jurisdiction section states that the parties shall use reasonable endeavors to resolve disputes amicably and in good faith, and any disputes shall be subject to the jurisdiction specified in the agreement.
This detailed description provides a comprehensive overview of the entire document, highlighting the importance of each section and its purpose within the agreement.
To use this Licence Agreement effectively, follow these steps:
1. Familiarize yourself with the definitions provided in the agreement, as they will be used throughout the document.
2. Determine whether the license granted is exclusive or non-exclusive, based on the agreement.
3. Understand the conditions of use, including the specified purpose, statutory requirements, and restrictions on distribution and alteration of the licensed property.
4. Ensure timely payment of the one-time fee specified in Schedule 1, within 7 days from the date of the agreement.
5. Review the warranty and indemnity provided by the Licensor, and seek legal advice if necessary.
6. Acknowledge the Licensor's ownership of the licensed property and include appropriate statements in advertisements.
7. Be aware of the restrictions on assignment and other dealings, and notify the Licensor if any assignments or sub-contracting occur.
8. Determine the duration of the agreement based on the specified term and any renewal options.
9. Understand the circumstances under which either party can terminate the agreement, and the consequences of termination.
10. In case of any disputes, attempt to resolve them through negotiation and mediation before seeking legal action.
11. Ensure compliance with the governing law and jurisdiction specified in the agreement.
By following these steps, you can effectively utilize this Licence Agreement and ensure a clear understanding of the rights and obligations of both parties involved.