Intellectual Property Licence Agreement - Template Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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INTELLECTUAL PROPERTY LICENCE AGREEMENT
THIS INTELLECTUAL PROPERTY LICENCE AGREEMENT (the "Agreement") is made this ________ (the "Effective Date") BETWEEN:
________ (RC/ID No.: ________), of:
________
hereinafter referred to as the "Licensor" (which expression shall where the context so admits include its successors-in-title and permitted assigns) of the first part;
AND
________ (RC/ID No.: ________), of:
________
hereinafter referred to as the "Licensee" (which expression shall where the context so admits include its successors-in-title and permitted assigns) of the other part.
The Licensor and the Licensee are individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Licensor is the sole and beneficial owner of all Intellectual Property Rights in the Work particularly described in this Agreement and has agreed to grant the Licensee the right to use the Work upon the terms set out herein.
B. The Licensee has agreed to use the Work strictly in accordance with the terms and conditions of this Agreement and to pay the Licensing Fee for the use thereof.
C. This Agreement is made in accordance with the Copyright Act 2022, the Patents and Designs Act, the Trade Marks Act and all other applicable laws of the Federal Republic of Nigeria.
In consideration of the payment of the Licensing Fee and the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
§1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply:
"Agreement" means this Intellectual Property Licence Agreement together with any schedules and amendments hereto.
"Derivative Work" means any work created by the Licensee that is based upon, derived from or which incorporates the Licensor's Work or any part thereof.
"Disclosing Party" means any Party who shares confidential or trade secret information with the Receiving Party under this Agreement.
"Effective Date" means the date first written above.
"Licence" has the meaning given to it in §2 of this Agreement.
"Licensing Fee" means the fee payable by the Licensee for the grant of the Licence as set out in §4.
"Party" / "Parties" means the Licensor or the Licensee individually, or both collectively.
"Purpose" has the meaning given to it in §3 of this Agreement.
"Receiving Party" means any Party who receives confidential or trade secret information from the Disclosing Party.
"VAT" / "Value Added Tax" means tax imposed on the supply of goods and services in Nigeria in accordance with the Value Added Tax Act (as amended) and the Finance Acts.
"Work" means the intellectual property described as follows:
________
1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation. Words importing the singular include the plural and vice versa, and references to a statute include any amendment or re-enactment thereof.
§2. GRANT OF LICENCE
2.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable licence to use the Work (the "Licence").
2.2 The Licence is granted in respect of the following territory: ________.
2.3 The Licensor shall deliver the Work to the Licensee in the following manner:
________
§3. USE OF THE INTELLECTUAL PROPERTY
3.1 Unless the Parties agree otherwise in writing, the Licence permits the Licensee to use the Work solely for the following purpose (the "Purpose"):
________
3.2 The Licensee shall not use the Work for any purpose other than the Purpose without the prior written consent of the Licensor.
3.3 The Licensee shall not at any time, during or after the termination of this Agreement, do or permit any act which challenges, contests or invalidates the Licensor's rights in the Work.
§4. LICENSING FEE AND PAYMENT
4.1 The Licensee shall pay to the Licensor a Licensing Fee of ₦________ (________), exclusive of VAT, in respect of the use of the Work.
4.2 The Licensing Fee shall be paid on ________ by the following method:
________
4.3 VAT shall be added to the Licensing Fee at the prevailing statutory rate and the Licensee shall pay all VAT chargeable. The Licensor shall account for and remit such VAT in accordance with the Value Added Tax Act.
4.4 Where any sum payable under this Agreement is subject to withholding tax under the Companies Income Tax Act or the Personal Income Tax Act, the Licensee shall deduct such tax at source, remit same to the relevant tax authority and furnish the Licensor with the applicable withholding tax credit note.
4.5 If the Licensing Fee is not paid on the due date, the Licensee shall be charged a late fee of ₦________ (________) for each day the Licensee remains in default.
§5. NON-ASSIGNMENT OF RIGHT
5.1 The Licensee acknowledges and agrees that the right granted under this Agreement is a licence only, and nothing herein shall be construed as an assignment, sale or transfer of the Licensor's rights in the Work.
§6. OBLIGATIONS OF THE LICENSEE
6.1 In addition to any other obligation under this Agreement, the Licensee shall:
(i) pay the Licensing Fee and all other fees payable under this Licence promptly when due;
(ii) use any Derivative Work created from the Licensor's Work only in accordance with this Agreement;
(iii) use the Work only in accordance with the Purpose for which the Licence is granted;
(iv) comply with all provisions of this Licence and all laws and regulations relating to the intellectual property licensed hereunder.
§7. MODIFICATIONS
7.1 Save with the prior written consent of the Licensor, the Licensee shall not modify, alter or otherwise change any part of the Work.
§8. LICENSOR'S RIGHT TO USE DERIVATIVE WORKS
8.1 Where the Licensee creates any Derivative Work from the Licensor's Work, the Licensee grants to the Licensor an irrevocable, royalty-free, non-transferable right to use such Derivative Work, provided that such right shall not restrict or limit the Licensee's own right to use the Derivative Work.
§9. WARRANTIES AND REPRESENTATIONS OF THE LICENSOR
9.1 The Licensor warrants and represents to the Licensee that:
(i) it possesses the entire right, title and control in and to the Work being licensed under this Agreement;
(ii) it has full legal authority and capacity to enter into and perform its obligations under this Agreement;
(iii) it has obtained all relevant authority and approvals required to grant the Licence;
(iv) save as expressly disclosed, the Work is free from defect;
(v) there are no threatened or existing claims, restrictions or legal impediments that may prevent the Licensor from performing its obligations under this Agreement.
§10. LICENSOR'S INDEMNITY
10.1 The Licensor shall indemnify and hold the Licensee harmless against any suit, action, damages, liabilities, expenses, loss, judgement or settlement which the Licensee may reasonably incur as a result of the Licensor's breach of any warranty contained in this Agreement.
§11. WARRANTIES AND REPRESENTATIONS OF THE LICENSEE
11.1 The Licensee warrants and represents to the Licensor that:
(i) it has full legal right, authority and capacity to enter into and perform its obligations under this Agreement;
(ii) there are no restrictions or legal impediments preventing it from performing its obligations under this Agreement;
(iii) it has obtained all necessary approvals or permissions required to obtain this Licence;
(iv) it shall not use the Work for any purpose other than the Purpose described in this Agreement.
§12. LICENSEE'S INDEMNITY
12.1 The Licensee shall indemnify and hold the Licensor harmless against all suits, actions, damages, liabilities, expenses, settlements and losses reasonably incurred by the Licensor as a result of:
(i) the Licensee's use, operation or maintenance of the Work;
(ii) the Licensee's loss or destruction of the Work;
(iii) any breach by the Licensee or its employees or agents of any law or regulation relating to the use of the Work;
(iv) any harm or injury suffered by any third party due to the Licensee's fault;
(v) any cost incurred by the Licensor in enforcing its rights under this Agreement, including reasonable legal fees.
§13. DEFAULT
13.1 An event of default shall occur if:
(i) the Licensee fails to fulfil any of its obligations under this Agreement, including the obligation to pay the Licensing Fee when due;
(ii) the Licensee uses or permits the use of the Work in any manner other than the Purpose or manner described under this Agreement.
13.2 Upon the occurrence of an event of default, the Licensor shall be entitled to rescind this Agreement and recover all fees due as at the date of termination, in addition to injunctive relief, damages and other equitable remedies.
13.3 Where the Licence is terminated by either Party before the expiration date due to the Licensee's default, the Licensee shall pay the sum of ₦________ (________) as liquidated damages, being a genuine pre-estimate of the loss arising from such default.
§14. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
14.1 If any Party discovers any violation of the Intellectual Property Rights of the Parties, that Party shall promptly notify the other and both Parties shall take all necessary actions, including the execution of documents and the institution of legal proceedings, to protect and enforce the Intellectual Property Rights.
§15. TERM AND TERMINATION
15.1 The Licence shall commence on the Effective Date and shall automatically terminate on ________ unless renewed in writing by the Parties.
15.2 Either Party may terminate this Agreement by giving ________ written notice to the other Party, without prejudice to accrued rights and remedies.
15.3 Upon termination, all rights granted to the Licensee under this Agreement, including the right to use the Work, shall terminate automatically and the Licensee shall thereupon cease to use the Work.
15.4 Immediately upon termination of this Agreement:
(i) save as otherwise stated, all Intellectual Property Rights shall revert to the Licensor;
(ii) the Licensee shall pay all outstanding Licensing Fees and other accrued fees;
(iii) the Licensee shall return all materials, documents, patterns, designs and other materials or information regarding the Work to the Licensor.
§16. CONFIDENTIALITY
16.2 Confidential information includes all information of whatever nature relating to the Purpose disclosed by a Party, whether in writing or orally, including documents, techniques, practices, tools, specifications, inventions, patents, trade marks, software, drawings and programmes, but shall not include information or data:
(i) which is established by written records to be already known to the Receiving Party or the public at the time of disclosure;
(ii) which enters the public domain through no fault of the Receiving Party;
(iii) which is given by the Disclosing Party to third parties without restriction;
(iv) which is given to the Receiving Party by a third party lawfully in possession of such information with the right to disclose it; or
(v) which is required by law or any competent authority to be disclosed.
16.3 Trade secret information includes all formulas, patterns, designs, processes, methods or other information that is not known or easily ascertainable by the general public.
16.4 Each Party agrees:
(i) to take all proper and reasonable measures to ensure the confidentiality of the confidential information;
(ii) not to publish or disclose, in whole or part, any information relating to the business or dealings connected with this transaction without the express written consent of the other Party;
(iii) not to use the confidential information for any purpose other than the Purpose for which this Agreement was made.
16.5 Where the confidential information includes personal data, the Parties shall comply with the Nigeria Data Protection Act 2023 and all subsidiary regulations in the collection, processing and storage of such personal data.
16.6 Each Party agrees not to disclose the trade secret or confidential information during and after the termination of this Agreement for so long as it remains confidential.
§17. FORCE MAJEURE
17.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from force majeure, being any circumstance:
(i) which is beyond the affected Party's reasonable control;
(ii) which such Party could not reasonably have avoided or overcome; and
(iii) which is not attributable to the other Party.
17.2 Without prejudice to the foregoing, force majeure shall include war, hostilities or invasion; rebellion, terrorism, revolution, insurrection or usurped power; riot, civil disorder, epidemic, pandemic, natural disaster or any act of God which reasonably affects a Party's ability to perform its obligations under this Agreement.
§18. DISPUTE RESOLUTION AND ARBITRATION
18.1 The Parties shall use their best endeavours to amicably negotiate and settle any dispute arising out of or in connection with this Agreement.
18.2 Any dispute which cannot be amicably resolved shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023 or any statutory re-enactment or modification thereof.
18.3 The arbitral tribunal shall consist of ________ arbitrator(s) appointed in the following manner:
________
18.4 The arbitration proceedings shall be held at ________ and shall be conducted in the English language.
18.5 Each Party shall bear its own costs and expenses in relation to the arbitration, save where the tribunal awards costs against a particular Party.
18.6 The award of the arbitrator(s) shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
§19. NOTICES
19.1 All notices under this Agreement shall be in writing and served at the following addresses:
In the case of the Licensor, to:
________
Address: ________
Phone: ________
Email: ________
In the case of the Licensee, to:
________
Address: ________
Phone: ________
Email: ________
19.2 A notice shall be deemed to have been given:
(i) if delivered personally, upon delivery at the address of the relevant Party;
(ii) if sent by courier service, upon confirmation of delivery;
(iii) if sent by email, upon receipt of confirmation of transmission.
19.3 Any Party may designate a different address by giving written notice to the other Party.
§20. ASSIGNMENT
20.1 This Agreement shall be binding upon the successors of the Parties. The rights granted under this Agreement shall not be transferred, sold, assigned or sub-licensed to any party without the prior written consent of the other Party.
§21. ENTIRE AGREEMENT
21.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, understandings or agreements, whether oral or written, relating to its subject matter. No variation or amendment shall be valid unless made in writing and duly executed by both Parties.
§22. SEVERABILITY
22.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.
§23. WAIVER
23.1 No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of it or any other right, power or remedy. Any waiver shall be valid only if made in writing and signed by the Party granting it.
§24. RELATIONSHIP OF THE PARTIES
24.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency or employment relationship between the Parties. Neither Party shall have authority to bind or incur any obligation on behalf of the other except as expressly provided herein.
§25. APPLICABLE LAW AND JURISDICTION
25.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, and subject to §18, the Parties submit to the jurisdiction of the courts of ________.
§26. CUMULATIVE RIGHTS
26.1 The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive of one another except as otherwise provided by law.
§27. FURTHER ASSURANCE
27.1 The Parties shall execute and deliver all such documents and take all such actions as may be necessary or incidental to give full effect to the provisions of this Agreement.
§28. COUNTERPARTS
28.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.
SIGNED by the within named Licensor:
__________________________
________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ...........................................................................................................
SIGNED by the within named Licensee:
__________________________
________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ...........................................................................................................
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