Article author
Charles Brecque
  • Updated

An End User Development Agreement establishes the terms and conditions under which a company will grant a license for their product to an end user of the product.

The user is granted rights in respect of the product. The user must remunerate the company for the license. 

The company owns the product and its intellectual property rights. The company undertakes to provide maintenance for the product. The company must indemnify the user against third party claims for copyright infringements.

Core elements

  • Date of effect + duration
  • Nature and terms of license grant
  • Royalties
  • Indemnification
  • Termination
  • Confidentiality

Shared rights and obligations 

  • Mutual right to terminate in event of irremediable material breach.
  • Mutual duty of non-disclosure of the other’s confidential information.
  • Duty to comply with all applicable export and import control laws. 

User’s rights and obligations

  • Has the rights expressly granted to it in Agreement.
  • Right to use the product.
  • May make back-up copies for lawful purposes in compliance with relevant law.
  • Duty to pay license fee.
  • Liable for interest on overdue payments.
  • Duty to notify and collaborate with Company if subject of IP infringement claim.

Company’s rights and obligations

  • To provide maintenance and support services for licensed product.
  • Exclusive ownership of the product and its IP rights.
  • To indemnify User from losses connected to a third party’s IP infringement claim.
  • Right to occasionally identify User on marketing material. 
  • To seek User’s consent to use the User’s name, logo, or trademark for other purposes.

Lawyers to be used 

  • When licensee’s use of the product may infringe third parties’ IP rights, in which case it is advisable to seek indemnification from the Company.
  • When User is based outside of England and Wales, as this may give rise to export issues and increase the geographical scope of IP protection needed.

Please don't hesitate to reach out if you have any questions or suggestions here.

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