Specimen ip licence agreement (Scotland)

This Ip Licence Agreement is made this [  ] day of [insert month] [insert year] between:

(a)[PARTY 1 NAME] LIMITED, a company incorporated in Scotland with company number [number], whose registered office is at [address] (the “[Short name]”)

(b)[PARTY 2 NAME] LIMITED, a company incorporated in Scotland with company number [number], whose registered office is at [address] (the “[Short name]”)

together herein referred to as the “Parties” or individually as a Party

(A)The Licensor owns the Licensed IP.

(B)The Licensee wishes to use the Licensed IP on the terms of this Agreement.

The Parties agree as follows:

In this Agreement, the following definitions apply:

“Agreement” means this agreement including its Schedule.

“Licensed IP” means the intellectual property rights described in the Schedule.

“Territory” means the territory set out in the Schedule.

The Licensor grants to the Licensee a non-exclusive, non-transferable licence to use the Licensed IP in the Territory for the purpose set out in the Schedule.

The Licensee shall pay the Licensor a royalty of the percentage of net sales set out in the Schedule, within 30 days of the end of each calendar quarter, with a statement of the sales on which it is calculated.

4.1Nothing in this Agreement limits or excludes the liability of either party for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

4.2Subject to clause 4.1, neither party shall be liable to the other, whether in contract, delict (including negligence), breach of statutory duty or otherwise, for any loss of profits or any indirect or consequential loss.

4.3Subject to clause 4.1, each party's total liability to the other arising under or in connection with this Agreement shall be limited to the total sums paid and payable under this Agreement in the 12 months immediately before the date on which the claim arose.

5.1Either party may terminate this Agreement immediately by written notice if the other party commits a material breach which, if capable of remedy, it fails to remedy within 30 days of written notice requiring it to do so.

5.2Termination does not affect any rights or remedies which have accrued as at the date of termination.

Any notice under this Agreement shall be in writing and delivered by hand, by pre-paid first-class post or by email to the address of the recipient set out in this Agreement, or such other address as it notifies.

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises and understandings between them relating to its subject matter.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.

Nothing in this Agreement confers, or is intended to confer, any third-party right on any person under the Contract (Third Party Rights) (Scotland) Act 2017.

This Agreement may be executed in any number of counterparts and by each of the parties on separate counterparts. Where executed in counterparts, this Agreement shall not take effect until each of the counterparts has been delivered in accordance with the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015.

11.1If a dispute arises out of or in connection with this Agreement, the parties shall first attempt to resolve it by negotiation between senior representatives.

11.2If the dispute is not resolved within 30 days, the parties shall attempt to settle it by mediation.

11.3If the dispute is not settled by mediation within 60 days of the mediator's appointment, either party may refer it to the Scottish courts.

This Agreement shall be governed by and construed in accordance with the law of Scotland.

IN WITNESS WHEREOF these presents, consisting of this and the preceding pages together with the Schedule annexed, are executed as follows:

[Details of the ip licence agreement: parties' particulars, description, price and timetable.]