Licence Agreement Example by ofy10375


Licence Agreement Example document sample

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									                            Sample Domain Name Lice nce Agreement 1

DATE: [date]2


(1)       [COMPANY NAME], a [limited company / public limited company] incorporated
          in [England and Wales] (registration number [ number]) having its registered
          office at [address]] (the “Licensor”); and

(2)       [COMPANY NAME], a [limited company / public limited company] incorporated
          in [England and Wales] (registration number [ number]) having its registered
          office at [address]] (the “Licensee”).


(A)       [Insert explanation of the background to this Agreement.]

(B)       [For example, “The Licensor is the registrant of the Domain Name; the Licensee
          wishes to develop a website under the Domain Name; and the Licensor has
          agreed to license the Domain Name to the Licensee for this purpose on the term s
          of this Agreement.”.]


1.        De finitions and inte rpretation

1.1       In this Agreement:

          “Affiliate” means a company, firm or individual that Controls, is Controlled by, or
          is under common Control with the relevant company, firm or individual;

          “Agreeme nt” means this domain name licence agreement                                 (including the
          Schedule) and any amendments to it from time to time;

          “Business Day” means any week day, other than a bank or public holiday in
          [England]; 4

          “Business Hours ” means between [09:00] and [17:30] on a Business Day;

          “Charges” means the amounts payable by the Licensee to the Licensor under or
          in relation to this Agreement as set out [in the Schedule];

1    This template is suitable for use in relation to domain name licences (also described as domain name
     “leases” or “rentals”) which do not involve any option to purchase.

2    The date should be the date of signature; if the parties sign on different dates, it should be the date of the
     last signature.

3    Where a party to the contract is a sole trader or partnership rather than a company, the following party
     definitions may be used:

     sole trader: “[[INDIVIDUAL NAME] trading as [business name], which has its principal place of business
     at [address] (the “[Licensor/Licensee]”).]”

     partnership: “[[PARTNERSHIP NAME], a partnership established under [English] law having its principal
     place of business at [address] (the “[Licensor/Licensee]”).]”

4    If a party is based outside the UK, you should consider whether to amend this.
         “Confidential Information” means:

         (a)      any information supplied (whether supplied in writing, orally or otherwise)
                  by one party to the other party marked as “confidential”, described as
                  “confidential” or reasonably understood to be confidential;

         (b)      [the terms (but not the existence) of this Agreement; and] 5

         (c)      [specify other confidential information here] 6 ;

         “Control” means the legal power to control (directly or indirectly)                                  the
         management of an entity (and “Controlled” will be construed accordingly);

         “Domain Name” means the domain name specified in the Schedule;

         “Effective Date” means [the date of execution of this Agreement];

         “Force Majeure Event ” means an event, or a series of related events, that is
         outside the reasonable control of the party affected (including failures of or
         problems with the internet or a part of the internet, power f ailures, industrial
         disputes affecting any third party, changes to the law, disasters, explosions, fires,
         floods, riots, terrorist attacks and wars);

         [“Minimum Term ” means the period [of 1 Year starting on the Effective Date];]7

         “Schedule” means the schedule attached to this Agreement;

         “Te rm” means the term of this Agreement; [and]

         “Year” means a period of 365 days (or 366 days if there is a 29 February during
         the relevant period) starting on [the Effective Date] or on any anniversary of [the
         Effective Date].

1.2      In this Agreement, a reference to a statute or statutory provision includes a
         reference to:

         (a)      that statute or statutory provision as modified, consolidated and/or re -
                  enacted from time to time; and

         (b)      any subordinate legislation made under that statute or statutory provision.

1.3      The Clause headings do not affect the interpretation of this Agreement.

1.4      The ejusdem generis rule is not intended to be used in the interpretation of this
         Agreement; it follows that a general concept or category utilised in this
         Agreement will not be limited by any specific examples or instances utilised in
         relation to such a concept or category. 8

5   It may be that only some of the terms (e.g. the C harges) are confidential.

6   It can be useful to specify information which is to be treated as Confidential Information, so that there is no
    room for argument. E.g. “The information provided in the documents listed in the Schedule”.

7   Most domain name licence agreements will feature a minimum term of some kind, which will provide some
    (albeit time-limited) protection to the investment that the Licensee puts into the Domain Name.

8   Where the ejusdem generis rule applies, then a general provision may be restricted by the listing of
    particular examples. This is usually undesirable.
2.        Te rm

          This Agreement will come into force on the [Effective Date] and will continue in
          force indefinitely, unless and until terminated in accordance with Clause 10.

3.        Licence

3.1       The Licensor hereby grants to the Licensee an exclusive licence to use the
          Domain Name during the Term.

[3.2      The right granted in Clause [3.1] includes the right to sub-license the use of the
          Domain Name during the Term[, provided that any the Licensor must give its
          prior w ritten consent to the terms of any such sub-licensing arrangement (not to
          be unreasonably withheld or delayed)].] 9

4.        Licensor's obligations

4.1       The Licensor will during the Term, at the Licensor's own cost and expense:

          (a)      edit the name servers associated with the Domain Name in accordance
                   with the written instructions of the Licensee from time to time, as soon as
                   practicable following the receipt of such instruct ions and in any event
                   within [5] Business Days of the deemed receipt of such instructions;

          (b)      ensure that the Licensor remains at all times the registrant of the Domain

          (c)      ensure that the owner contact details and billing contact details associat ed
                   with the Domain Name are kept updated;

          (d)      renew the Domain Name in good time before the expiry of any period of
                   the Domain Name registration (and pay all applicable renewal fees);

          (e)      [immediately notify the Licensee of any disputes relating to the Domain
                   Name (including domain name arbitration proceedings and court
                   proceedings and threats of such proceedings), keep the Licensee fully
                   informed of any such disputes, provide the Licensee with all documents
                   relating to any such disputes, and vigorously c ontest any third party
                   claims that the Licensor is not the proper registrant of the Domain Name;]


                        This document contains the first few sections of a
                     premium SEQ Legal template available for download from:

9    Licensors will generally want to resist granting any right to sub-license without prior consent.

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