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Sublicensable License Template for Belgium

A comprehensive legal agreement governed by Belgian law that grants a licensee both the right to use specific intellectual property and the authority to sublicense that IP to third parties. The document incorporates Belgian civil law requirements and EU regulations, particularly focusing on intellectual property rights, competition law, and commercial practices. It establishes detailed terms for quality control, royalty structures, and obligations regarding both direct use and sublicensing arrangements, while ensuring compliance with Belgian and EU legal frameworks for IP protection and exploitation.

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What is a Sublicensable License?

The Sublicensable License agreement is essential for businesses seeking to maximize the value of their intellectual property through multi-tiered licensing structures in Belgium and potentially across the EU. This document type is particularly relevant when IP owners want to enable their primary licensees to further distribute or grant access to the licensed IP to third parties. It requires careful consideration of Belgian civil law, EU regulations, and international IP conventions, especially regarding quality control, royalty structures, and territorial restrictions. The agreement is commonly used in technology transfer, franchise arrangements, software distribution, and brand licensing scenarios where the primary licensee needs the flexibility to create their own licensing network. The document must address complex issues such as chain of liability, quality control over sublicensees, royalty reporting mechanisms, and termination effects on sublicense arrangements, all while ensuring compliance with Belgian and EU competition law.

What sections should be included in a Sublicensable License?

1. Parties: Identification of the licensor and licensee with full legal details

2. Background: Context of the agreement, including description of the licensed IP and business relationship

3. Definitions: Defined terms used throughout the agreement, including Licensed IP, Territory, and Sublicensees

4. Grant of License: Scope of the license, including rights to sublicense, territory, and field of use

5. Sublicensing Rights and Obligations: Specific terms governing the licensee's right to grant sublicenses and obligations regarding sublicensees

6. Payment Terms: License fees, royalties, and payment structures including those related to sublicensing

7. Quality Control: Standards and requirements for use of the Licensed IP, including monitoring of sublicensees

8. IP Protection: Obligations regarding IP protection, maintenance, and enforcement

9. Representations and Warranties: Standard and IP-specific warranties from both parties

10. Term and Termination: Duration, renewal, and termination provisions, including effects on sublicenses

11. Confidentiality: Protection of confidential information exchanged under the agreement

12. General Provisions: Standard boilerplate clauses adapted for Belgian law

What sections are optional to include in a Sublicensable License?

1. Minimum Performance Requirements: Include when specific performance targets are required for maintaining the license

2. Technical Support and Training: Include when the licensor will provide support services to the licensee or sublicensees

3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

4. Data Protection: Include when personal data processing is involved in the license activities

5. Export Control: Include when the licensed IP may be subject to export control regulations

6. Source Code Escrow: Include for software licenses where source code protection is needed

7. Territory-Specific Requirements: Include when the license covers multiple jurisdictions with specific requirements

What schedules should be included in a Sublicensable License?

1. Schedule 1 - Licensed IP: Detailed description of all intellectual property covered by the license

2. Schedule 2 - Approved Form of Sublicense Agreement: Template or minimum terms for sublicense agreements

3. Schedule 3 - Quality Control Standards: Detailed quality standards and monitoring procedures

4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

5. Schedule 5 - Technical Specifications: Technical requirements and standards for using the Licensed IP

6. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks

7. Appendix B - Approved Sublicensees: List of pre-approved sublicensees, if any

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Publisher

黑料视频

Document Type

License Agreement

Sector

IP

Cost

Free to use

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