onTerms IP Licensing Module v1.0 (Standard Terms, England & Wales)

onterms:licence:1.0.0:EW · Status: v0.9 DRAFT. Not legal advice.

For standalone intellectual property licensing where the licence IS the deal: a Licensor grants a Licensee a bounded right to exploit EXISTING IP Rights (brand and logo, content and media, character and likeness, or a software field of use) for a royalty. Immutable adopt-verbatim body; the negotiable surface is the typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) where any personal data is involved, and the dispute module (onterms:dispute:1.0.0:EW). Capitalised terms from the Dictionary.

0. B2B-only

Each party acts in the course of business, gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox. This module never runs against a consumer.

0a. Scope guard (non-standard, route to a human)

This module licenses EXISTING IP within a closed field of use. The following are out of scope and are non-standard terms that drop out to a human, never an Election: patent licensing, standards-essential patents and any FRAND commitment, and pharmaceutical, life-sciences and regulated-medicine licensing. These engage competition law (including the Technology Transfer Block Exemption regime and FRAND obligations) and sector regulation the standard body must not parameterise. The grant.fieldOfUse taxonomy is therefore closed to brand and trademark, content and media, character and likeness, and software field of use only; anything else routes to a human.

1. Grant & scope

1.1 The Licensor grants the Licensee a licence to use the Licensed IP within the elected field of use, the elected territory, and the media and channels described in the Order, for the elected term. The grant is limited to what is expressly elected; all rights not granted are reserved to the Licensor. 1.2 The Licensee uses the Licensed IP only within scope and in accordance with the Order; use outside the field of use, territory, media or term is unlicensed. 1.3 Where the field of use is software, the licence is to use the licensed software within the stated field of use; it grants no rights in the Licensor's source code, Background IP, or any patent except as expressly stated, and is subject to clause 0a.

• licence.grant.fieldOfUse · enum {brand_trademark, content_media, character_likeness, software} · brand_trademark
• licence.grant.territory · enum {uk, uk_eu, worldwide} · uk

2. Exclusivity

2.1 The licence is granted on the elected exclusivity mode: non-exclusive (the Licensor may license others and exploit the Licensed IP itself), sole (the Licensor may exploit the Licensed IP itself but licenses no other within the field and territory), or exclusive (within the field and territory, even the Licensor is excluded). 2.2 Exclusivity is bounded by the elected field of use and territory and is read down to what is reasonable to protect the Licensor's and Licensee's legitimate interests; any exclusivity wider than the elected scope is non-standard.

• licence.exclusivity.mode · enum {non_exclusive, sole, exclusive} · non_exclusive

3. Royalty & minimum guarantee

3.1 Consideration is the elected royalty model: flat fee (a fixed licence fee per the Order), per unit (a fixed amount per licensed unit sold or distributed), or percentage of net sales (the elected rate applied to Net Sales as defined in the Order). 3.2 Where the model is per unit or percentage of net sales, the Licensee keeps accurate records and renders periodic royalty statements per the Order; the Licensor may audit those records on reasonable notice, with the cost borne by the Licensee where an audit reveals a material underpayment. 3.3 The royalty rate is bounded by the elected band; a rate above the maximum is a non-standard term for a human, not an Election. 3.4 Minimum guarantee: if enabled, the Order states a minimum sum the Licensee guarantees over the period, creditable against royalties earned; if disabled, no minimum applies. 3.5 Undisputed sums are payable within the payment days stated in the Order; overdue B2B debt carries interest under the Late Payment of Commercial Debts (Interest) Act 1998. VAT is in addition.

• licence.royalty.model · enum {flat_fee, per_unit, pct_of_net_sales} · flat_fee
• licence.royalty.ratePct · int 0–50 · 10
• licence.royalty.minimumGuaranteeEnabled · bool · false

4. Term, renewal & sublicensing

4.1 The licence runs for the elected term in months from the Effective Date; renewal, if any, is per the Order. The term is bounded; a perpetual licence or one longer than the maximum is a non-standard term that drops out to a human as a priced buy-out, never validated as an Election. 4.2 Sublicensing is permitted only where the Order elects it; where permitted, each sublicence is within the scope of, and no broader than, this licence, and the Licensee remains responsible to the Licensor for each sublicensee's compliance and is liable for their acts and omissions as for its own. Where sublicensing is not elected, the Licensee may not sublicense, assign or charge the licence without the Licensor's prior written consent.

• licence.term.months · int 1–120 · 12
• licence.sublicensing.permitted · bool · false

5. Quality control & approval

5.1 Where the Order elects approval required (the default for a brand and trademark licence, to preserve the mark and goodwill), the Licensee uses the Licensed IP only in the form and to the quality standards in the Order, submits material samples for the Licensor's approval before first commercial use, and does not depart from approved usage without further approval; approval is not unreasonably withheld or delayed. 5.2 The Licensee uses the marks with any required notices and does not adopt, register or use any confusingly similar mark; all goodwill in the marks arising from the Licensee's use accrues to the Licensor. 5.3 Where approval is not elected, the Licensee still uses the Licensed IP consistently with the Order and applicable advertising and labelling law.

• licence.qualityControl.approvalRequired · bool · true

6. IP ownership & improvements

6.1 All IP Rights in the Licensed IP remain with the Licensor (or its licensors); this module grants a licence only and transfers no ownership. The Licensee acquires no right, title or interest in the Licensed IP beyond the licence granted. 6.2 Improvements and derivative works: any adaptation, derivative work or improvement of the Licensed IP that the Licensee creates within the licence is owned by the Licensor (or, where the Order so elects in writing, licensed back), and the Licensee assigns such rights to the Licensor by present assignment of future copyright (s.91 CDPA 1988) to the extent they vest in the Licensee; the Licensee retains its own pre-existing and independently created materials. 6.3 The Licensee does not challenge the Licensor's title to the Licensed IP during the term, except as Mandatory Law permits.

7. Warranties & IP indemnity

7.1 The Licensor warrants that it has the right to grant the licence and, so far as it is aware, that the Licensee's use of the Licensed IP within the elected scope will not infringe the IP Rights of a third party. To the extent permitted, no further warranty is given and the Licensed IP is otherwise licensed as is. 7.2 IP indemnity: the Licensor indemnifies the Licensee against Losses from a third-party claim that the Licensee's authorised use of the Licensed IP within scope infringes that third party's IP Rights, subject to the CORE conduct-of-claims procedure; this indemnity is an uncapped carve-out under CORE clause 9. The indemnity does not cover use outside scope, modifications not approved by the Licensor, or combination with materials not supplied or approved by the Licensor. 7.3 The Licensee warrants it will use the Licensed IP within scope and in compliance with applicable law.

8. Data protection

Any Processing of Personal Data connected with the licence (for example royalty-reporting or audit records) is governed by onDPA (incorporated by reference); the Order and onDPA fix who is Controller or Processor for each activity.

9. Term, termination, sell-off & liability (CORE)

9.1 Term and termination per CORE; either party may terminate for uncured material breach, and the Licensor may terminate where the Licensee uses the Licensed IP outside scope or fails to cure a quality or payment default. 9.2 Effect of termination: on expiry or termination the Licensee ceases all use of the Licensed IP, except that it may sell through existing, lawfully made inventory during a bounded sell-off period stated in the Order (royalties continuing to accrue), after which it ceases use and, at the Licensor's option, destroys or returns remaining materials. Sublicences end with the licence unless the Order provides otherwise. 9.3 Liability, CORE architecture, fee-scaled [fix X-1/X-3]. General cap = the greater of (a) the elected multiple × the charges (royalties and fees) paid and payable under the Order over the relevant period and (b) the monetary floor, where the monetary floor is one-directional: it raises the cap only on claims brought by the small party; it is never that party's own exposure ceiling. 3× super-cap for data and security; fixed uncapped carve-outs (death or personal injury by negligence, fraud, the IP indemnity at clause 7.2, breach of confidentiality, and the payment and royalty obligation); consequential loss excluded both ways. 9.4 Disputes per the dispute module; governing law England & Wales (CORE allowlist default).

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

Patent licensing, standards-essential patents / FRAND, and pharma are out of scope and route to a human (never an Election); IP ownership stays with the Licensor (licence only, no transfer); the IP indemnity, confidentiality and payment are uncapped carve-outs; CRTPA 1999 excluded; death/PI + fraud never excluded; UCTA-reasonable mirrored caps with a one-directional floor (raises the small party's claim cap, never its exposure ceiling); 3× super-cap for data/security; royalty rate and term are bounded (an abusive rate or a perpetual term cannot validate); Late Payment Act applies; governing law E&W default; composes with CORE/onDPA/dispute.