The Multi Use License agreement is designed for situations where one party (the licensor) wishes to grant another party (the licensee) the right to use specific intellectual property, software, content, or other assets across multiple applications or instances. This document is particularly relevant in the New Zealand legal context, incorporating requirements from key legislation such as the Copyright Act 1994 and Contract and Commercial Law Act 2017. It is commonly used when businesses need to license their intellectual property or other assets for repeated or varied use, while maintaining control over how their property is used and ensuring appropriate compensation. The agreement includes detailed provisions for usage rights, territorial restrictions, quality control, payment terms, and compliance requirements, making it suitable for both domestic and international licensing arrangements under New Zealand jurisdiction.
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1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Sets out the context of the agreement, including the nature of the licensed material and the purpose of the license
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Grant of License: Specifies the exact rights being granted, including scope, territory, and duration
5. License Fee and Payment Terms: Details the financial terms, payment schedule, and any recurring fees
6. Licensee Obligations: Sets out the responsibilities and restrictions on the licensee's use of the licensed material
7. Intellectual Property Rights: Confirms ownership of IP and protects licensor's rights
8. Warranties and Representations: States the promises made by each party regarding the licensed material and their authority
9. Term and Termination: Specifies the duration of the agreement and circumstances for termination
10. Confidentiality: Protects confidential information shared during the license relationship
11. General Provisions: Contains standard legal clauses including governing law, notices, and assignment
1. Quality Control: Required when the licensed material needs to maintain certain quality standards or brand requirements
2. Sub-licensing Rights: Include when the licensee may be permitted to sub-license the material to third parties
3. Territory Restrictions: Necessary when the license is limited to specific geographic regions
4. Minimum Performance Requirements: Include when the license requires certain usage or revenue targets
5. Source Code Escrow: Required for software licenses where source code access may be needed under certain conditions
6. Data Protection: Include when personal data processing is involved in the license implementation
7. Support and Maintenance: Necessary when ongoing technical support or updates are part of the license
8. Change Control: Include when the licensed material may need modifications or updates over time
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - Fee Schedule: Comprehensive breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Service Levels: Performance standards and service levels if applicable
5. Appendix A - Approved Use Cases: Specific examples and scenarios of permitted uses of the licensed material
6. Appendix B - Brand Guidelines: Guidelines for using any associated branding or trademarks
7. Appendix C - Security Requirements: Security standards and protocols that must be followed
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