De-licensing meaning

Checklist This Checklist is chiefly intended primarily for customers (licencees). It provides an overview of the key terms commonly and usually found in a supplier agreement to licence ‘on‑premise’ software installed on the customer’s own infrastructure. For issues related to the licensing and deployment of software as a service (SaaS), see Practice Note: Cloud computing—introduction and Precedent: Software as a service (SaaS) agreement—pro-customer, accordingly. For further reading and template documents relating to this Checklist, see the following: Practice Note: Key issues in software licence agreements Practice Note: Warranties and indemnities in software licence agreements Precedent: Software licence—pro-customer Precedent: Software licence—pro-supplier Negotiation guide—IT contracts Further information Notes (if any) Grant and scope of licence Is the software described clearly and adequately? The customer should be clear about what it is contracting for. There may also be warranties from the supplier that the software will perform as described. Who is permitted to use the software?...

How to use this Checklist This Checklist flags issues that frequently emerge when negotiating and drafting the following agreement types: Design licence—pro-licensor Design licence—pro-licensee For further reading on design licensing, see these Practice Notes: Introduction to designs UK registered and unregistered designs Licensing intellectual property rights For example character merchandising agreements, consult the Precedents: Character merchandising agreement—pro-licensor and Character merchandising agreement—pro-licensee. For details of the key terms commonly found in a manufacturing agreement and designs licence, see: Manufacturing agreement and design licence—checklist. This Checklist can also, where appropriate, operate as the foundation for a straightforward non-binding heads of terms. For guidance on doing so, see Precedent: Heads of terms—commercial contracts. For support on negotiating an IP licence clause, refer to Practice Note: Negotiation guide—intellectual property licence clause. Checklist schedule for proposed licence of designs Points to consider • Further information • Notes (if any) (A) Key commercial considerations...

How to use this Checklist This Checklist flags common matters that arise when negotiating and drafting agreements to transfer intellectual property rights (IPRs) in a website. Many of the same points are also pertinent to other types of transaction. Key commercial considerations technical and functional requirements defining the relevant IPRs any cross‑licensing arrangements the terms underpinning the transfer of rights rights held by third parties Use the third column to capture observations or remarks as you work through the Checklist. Checklist for the transfer of intellectual property rights in a website &x2610; Verify each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. &x2610; Confirm when the transfer becomes effective and whether it is contingent on any other agreements or events. &x2610; Confirm if the deal is a one‑off assignment of IPRs or if there will be ongoing licensing or support; where continuing...

State aid General Court dismisses appeals regarding Spanish aid for the acquisition of ships The General Court delivered its ruling in Joined Cases T- 29/14 Telefónica Gestión Integral de Edificios y Servicios (formerly Taetal) v Commission and T- 31/14 Banco Santander v Commission, brought against the Commission’s decision of 17 July 2013. That decision concluded that a Spanish scheme for purchasing ships, structured around leasing and financing through tax relief, involved unlawful State aid (SA.21233) (the Commission’s 2013 decision). The Court rejected the actions. Under that arrangement, a shipowner could have a new vessel constructed with a rebate applied to the price set by the shipyard. To benefit from the reduced price (net of the rebate), the shipping company was required to agree to acquire the vessel not directly from the shipyard, but from an economic interest grouping (EIG) created under Spanish law and established by a bank. The Commission’s 2013 decision has already been considered in earlier cases. The Commission’s 2013 decision has been the subject of previous...

Mergers Following a phase I investigation, the Commission approved the formation of a joint venture between STRABAG AG and Becker Umweltdienste GmbH (M.11790)—see further, Midday Express. The Commission received notifications for: General Atlantic/PSG/Hostaway (M.11864) (simplified merger procedure) Eichler Consulting/Maximilian Aicher/Evelyne Maria Aicher/Wolfgang Reitzle/Telchar Investments/RMH Production (M.11842) (simplified merger procedure) Ares/GCP (M.11787) (simplified merger procedure) Note—For ongoing merger investigations before the Commission, see the EU mergers—ongoing cases tracker. State aid The Court of Justice held a hearing in Case C‑632/23 Commission v Bulgaria (Échanges de terrains forestiers II), an action brought by the Commission against Bulgaria for failing to comply with Decision SA.26212 concerning aid granted to private forest owners—see further, application. Note—For all live State aid appeals before the Court of Justice, see the Court of Justice State aid appeals—ongoing cases tracker. Upcoming dates For dates of forthcoming EU competition developments, see...

In this issue: Air emissions and climate change Contamination and pollution Energy efficiency and buildings Energy for environmental lawyers Environmental information Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Waste Water, flooding and drainage Daily and weekly news alerts New and updated content Air emissions and climate change Greenhouse Gas Removals (GGR)-UK government publishes Business Model documentation On 27 August 2025, the Department for Energy Security and Net Zero (DESNZ) released a suite of papers on its proposed Greenhouse Gas Removals (GGR) Business Model and accompanying policy. The Lexis+ Energy team, working with Navraj Singh Ghaleigh, Senior Lecturer in Climate Law at the University of Edinburgh Law School, set out the context for the GGR Business Model; its relationship with the Power BECCS Business Model; the technologies the GGR framework intends to encompass; its legal footing and principal features; and how...

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the abandonment of the transaction on 13 June 2016; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger review of Clariant’s intended purchase of the Kilfrost Group’s European aircraft de-icing fluid and rail de-icing fluid business. The deal presented a horizontal overlap in the supply of aircraft de-/anti-icing fluids. Latest developments On 13 June 2016, the CMA stated the investigation was cancelled after the parties chose to abandon the deal. On 10 June 2016, the parties had announced their decision to withdraw following the CMA’s provisional findings and the expectation that the transaction would have been prohibited. Parties Clariant AG: a Swiss-based speciality chemicals company, headquartered near Basle, operating in 150 countries worldwide. Kilfrost plc: a UK-based firm in Newcastle specialising in heating and cooling products. The target business is Kilfrost’s European aircraft de-icing fluid and rail de-icing fluid operations. Kilfrost’s...

Introduction to the UK-EU Trade and Cooperation Agreement This Practice Note summarises the key features of the UK‑EU Trade and Cooperation Agreement (TCA) that affect trade in goods between the UK and the EU. It covers customs and export duties and other charges, and outlines the preferential rules of origin operating between the parties. It also considers import and export restrictions and licensing, customs valuation, trade remedies and tariff rate quotas. Further topics include sanitary and phytosanitary measures, technical barriers to trade, and measures on customs and trade facilitation. On 24 December 2020, UK and EU negotiators concluded an accord shaping their future relationship. The UK–EU Trade and Cooperation Agreement is a wide‑ranging instrument arising from the UK’s departure from the EU’s internal market (Brexit) and extends beyond trade in goods and services. It also covers a range of other Brexit‑related matters, including: investment competition state aid tax transparency air and road transport energy and sustainability fisheries data...

Oil & Gas—UKCS licensing regime Regulatory body Up to 2016, oversight of the UK’s oil and gas resources chiefly sat with the Department of Energy and Climate Change (DECC), acting for the Secretary of State. Following Sir Ian Wood’s review of UK Continental Shelf (UKCS) oil and gas recovery (the Wood Review), government created an independent regulator—now the North Sea Transition Authority (NSTA)—to assume DECC’s licensing and regulatory duties in respect of all oil and gas exploration and production activities on the UKCS. This restructuring transferred responsibility for those matters from DECC to the new body. Until 21 March 2022 the NSTA operated under the name Oil and Gas Authority (OGA), which remains the company’s formal legal name and continues to appear in some legislation. The NSTA began taking on these roles from DECC on 1 April 2015, at first as an executive agency within DECC. The Energy Act 2016 subsequently established the NSTA as a fully independent regulator, constituted as an independent Government company, and amended the...

1 Definitions Completion – denotes the Date of Entry or, if later, the day the Price is paid and the purchase of the Property [ and Business ] is finalised under the Missives; Business – denotes the [ insert number ] [ star, ] [ , hotel ] [ , restaurant ] [ , café ] [ , bar ] [ , public house ] enterprise conducted by the Seller at the Property, providing [ [ describe accommodation type eg rooms, apartment or hotel ] ] [ , the sale of food and beverage ] [ , weddings ] [ , conference centre ] [ , leisure centre ] [ , spa ] [ , golf course ] [ , hairdresser ] [ , on-site staff accommodation ] together with all other activities, including those ancillary, incidental to, or connected with such business; Conclusion Date – means, unless stated otherwise, the first date on which the Missives bring about a concluded contract; Date of...

Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed • means information [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] and presented with sufficient clarity and detail to allow a buyer to reach a clear, informed and accurate evaluation of the relevant facts, matters or circumstances concerned; Losses • means any and all liabilities, costs, outgoings (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit [ and Consequential Loss ]; Tax Warranties • denotes the warranties [ and representations ] contained in paragraph [ insert number ] of Schedule [ insert number ], and Tax Warranty refers to any one of them; Warranties • signifies the warranties [ and representations ] included in Schedule [...

This Agreement is entered into on [ insert date ] (the Commencement Date) by and between: Parties [ insert supplier name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Supplier); and [ insert customer name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Customer). Each of the Supplier and the Customer is a party, and together the Supplier and the Customer are the parties. Background The Supplier is [ an experienced software developer and ] [ insert the Supplier’s background details and the background to the relevant transaction ]. The Customer is [ insert the Customer’s background details ]. Subject to this Agreement, the Supplier shall develop software for the Customer and will licence (or arrange...

Fittings Fittings, sometimes referred to as chattels, are not considered part of the land and, unless there is an express agreement to the contrary, they are not included in the sale of the property. In the absence of any such express provision, and on the assumption that the transaction required vacant possession, those fittings ought to have been taken away by the former landlord prior to completion. The general position regarding fittings left in situ at completion is, subject to the de minimis rule, that the seller must see to it that any goods and rubbish are removed from the property...