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Limited Use License Agreement Template for India

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Key Requirements PROMPT example:

Limited Use License Agreement

"I need a Limited Use License Agreement for licensing our proprietary software platform to a multinational corporation, with strict usage restrictions limiting access to their Asia-Pacific offices and including source code escrow provisions, to be effective from March 1, 2025."

Document background
The Limited Use License Agreement is essential for businesses and individuals in India who wish to grant controlled access to their intellectual property while maintaining ownership rights. This document is commonly used when a licensor wants to permit specific, limited use of their proprietary material - such as software, technology, content, or other IP - while imposing clear restrictions on how it can be used, modified, or distributed. Operating under Indian jurisdiction, particularly the Indian Contract Act, 1872, and various IP laws, this agreement type is crucial for protecting intellectual property rights while monetizing them through restricted licensing. It includes detailed terms about usage scope, territorial limitations, payment structures, and compliance requirements, making it suitable for both B2B and B2C scenarios where controlled IP access is necessary.
Suggested Sections

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Contextual information about the licensed material and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Grant of License: Specifies the exact rights being granted, scope, and territory of the license

5. License Restrictions: Details specific restrictions on use, copying, modification, and distribution

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

7. Payment Terms: License fees, payment schedule, and related financial terms

8. Intellectual Property Rights: Confirms ownership and protection of IP rights

9. Confidentiality: Obligations regarding confidential information

10. Warranties and Representations: Statements about the licensed material and parties' authority

11. Limitation of Liability: Limits on parties' liability and exclusions

12. Indemnification: Obligations to protect against third-party claims

13. Governing Law: Specifies Indian law as governing law and jurisdiction

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

Optional Sections

1. Source Code Escrow: Required if software source code needs to be held in escrow for licensee protection

2. Support Services: Include if technical support or maintenance services are part of the agreement

3. Training: Include if licensor will provide training on licensed material

4. Audit Rights: Include for licenses where usage monitoring is important

5. Export Control: Required if licensed material is subject to export regulations

6. Data Protection: Include if personal data processing is involved

7. Service Level Agreement: Include if the license includes specific performance requirements

8. Insurance: Include if specific insurance coverage is required

Suggested Schedules

1. Schedule A - Licensed Material: Detailed description of the licensed material, including specifications

2. Schedule B - License Fees: Detailed breakdown of fees, payment terms, and calculations

3. Schedule C - Technical Requirements: Technical specifications and requirements for using the licensed material

4. Schedule D - Support Services: Detailed description of support services if included

5. Schedule E - Service Levels: Performance metrics and service levels if applicable

6. Appendix 1 - Authorized Users: List of authorized users or user categories if license is restricted

7. Appendix 2 - Approved Locations: Specified locations where licensed material may be used if geographically restricted

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Information Technology

Software Development

Education

Healthcare

Financial Services

Manufacturing

Media and Entertainment

Research and Development

Telecommunications

Professional Services

Gaming

E-commerce

Biotechnology

Consulting

Relevant Teams

Legal

Intellectual Property

Compliance

Business Development

Technology

Software Development

Product Management

Operations

Commercial

Procurement

Risk Management

Contract Administration

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Administrator

Business Development Manager

Technology Director

Software Development Manager

Chief Technology Officer

Chief Legal Officer

Product Manager

Compliance Officer

IP Rights Administrator

Commercial Director

Partnership Manager

Operations 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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