Protection & Confidentiality

IP License Agreement

An IP License Agreement grants permission to use intellectual property while the owner retains ownership. Covers software, trademarks, creative works, and patents.

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What this document covers

Licensor and licensee details
Description of IP being licensed
Scope of licence (exclusive or non-exclusive)
Permitted uses and territories
Duration of the licence
Royalties or licence fee
Sublicensing rights
Termination provisions
Governing law clause

Frequently Asked Questions

What is the difference between an IP assignment and an IP licence?
An assignment permanently transfers ownership of the IP to the licensee — like selling property. A licence grants permission to use the IP under specified conditions while the owner retains ownership — like renting property. Licences can be exclusive (only the licensee can use it) or non-exclusive (the owner can licence to others too).
Is an IP licence agreement enforceable in Kenya?
Yes. IP licences are enforceable under the Law of Contract Act (Cap. 23) and the relevant IP legislation (Copyright Act Cap. 130, Industrial Property Act 2001). Registered rights (patents, trademarks) benefit from additional protection if the licence is recorded with KEIPO (Kenya Industrial Property Institute).
Can an IP licence be terminated early?
Yes, if the agreement includes termination clauses. Common grounds include breach of the licence terms, non-payment of royalties, or insolvency of the licensee. Without a termination clause, courts will imply a reasonable notice period.