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Standard Licence Agreement Template for Australia

A comprehensive legal document governed by Australian law that establishes the terms and conditions under which one party (the licensor) grants another party (the licensee) the right to use specific intellectual property, technology, or other proprietary assets. This agreement includes detailed provisions on usage rights, restrictions, financial terms, quality control measures, and compliance with Australian regulatory requirements. It incorporates essential elements of Australian intellectual property law, consumer protection legislation, and common law principles, while providing flexibility to accommodate various types of licensed properties and commercial arrangements.

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What is a Standard Licence Agreement?

The Standard License Agreement is a fundamental commercial document used in Australian business operations when one party wishes to grant another the right to use their intellectual property, technology, or other proprietary assets while retaining ownership. This agreement type is essential for businesses seeking to monetize their intellectual property or expand their market presence through licensed partnerships. The document incorporates key provisions required under Australian law, including compliance with the Competition and Consumer Act 2010 (Cth) and relevant intellectual property legislation. It is particularly valuable for technology transfers, software licensing, brand licensing, and other commercial arrangements where controlled use of proprietary assets is crucial. The agreement includes comprehensive terms covering license scope, payment structures, quality control, and risk allocation, while remaining adaptable to various commercial contexts and industry requirements.

What sections should be included in a Standard Licence Agreement?

1. Parties: Identification and details of the licensor and licensee, including registered addresses and ACN/ABN numbers

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

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

4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive

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

6. License Fees and Payment: Financial terms, payment schedule, and any royalty calculations

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed property

8. Quality Control: Standards and requirements for use of the licensed property

9. Intellectual Property Rights: Protection of IP rights, ownership declarations, and infringement procedures

10. Confidentiality: Protection of confidential information exchanged under the agreement

11. Warranties and Indemnities: Representations about the licensed property and allocation of risks

12. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution

What sections are optional to include in a Standard Licence Agreement?

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Technical Support: Include when the license includes provision of technical support or maintenance services

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

4. Geographic Restrictions: Include when the license is limited to specific territories or regions

5. Marketing and Promotion: Include when the agreement covers marketing rights or obligations

6. Audit Rights: Include when licensor requires rights to audit licensee's use or royalty calculations

7. Data Protection: Include when personal data processing is involved in the licensed activities

What schedules should be included in a Standard Licence Agreement?

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property or assets being licensed

2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment terms

3. Schedule 3 - Technical Specifications: Technical details and specifications of the licensed property

4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and procedures

5. Schedule 5 - Approved Use Guidelines: Specific guidelines for how the licensed property may be used

6. Appendix A - Brand Guidelines: If applicable, guidelines for use of licensed branding elements

7. Appendix B - Support Services: If applicable, details of technical support or maintenance services

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok˰ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Australia

Publisher

tiktok˰

Document Type

User Agreement

Sector

Cost

Free to use

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