Exclusive territory meaning

How to use this Checklist Use this checklist to identify recurring points when preparing long- or short-form IPR licences in an asset purchase. Read with the Intellectual property licence (asset purchase) precedents (long/short). For assignments, see the corresponding precedents and checklist. For particular rights, consult the copyright, design, patent and trade mark precedents and checklists. See Practice Notes on licensing/sub-licensing IPRs, software licensing, know-how, and IP tax. May inform heads of terms; see Heads of terms—commercial contracts. Checklist for proposed licence of intellectual property rights (asset purchase) (A) Key commercial considerations Parties/relationship: status, authority, beneficiaries/guarantees, arm’s length, contingencies, documents. Timing: start date, term, notice, conditions precedent, early termination and effects. IPRs: types; scope (registered/unregistered, applications, renewals, improvements); exclusions/third-party IPRs; moral rights; ownership; exclusivity; transfer/sub-licensing; territory; use and purpose. Pricing: fees/royalties/expenses; ancillary costs and IPO registrations; VAT/taxes; price changes; invoicing/payment; escrow for critical software; formalities. (B) Other standard legal terms and conditions Liability and termination; warranties/indemnities...

In this issue: UK digital markets UK competition policy UK private actions EU antitrust Daily and weekly news alerts Caselex UK digital markets CMA opens first ‘SMS investigation’ under the DMCCA 2024 into Google’s general search and search advertising The CMA has begun an ‘initial SMS investigation’ under Part 1 of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024). This is the authority’s first SMS designation probe under the new DMCCA digital markets framework. The CMA’s power to designate undertakings with SMS, and potentially impose conduct requirements, took effect on 1 January 2025. The Investigation Notice states that Alphabet Inc, Google LLC, Google Ireland Limited and Google UK Limited (Google) provide general worldwide web search and information return (general search), and advertising to users of general search (search advertising). The CMA considers these meet the definition of a digital activity and can be treated as one activity. The Notice excludes specialised search service interfaces, such...

Antitrust AG delivers opinion on Belgian reference urging that an exclusive distributor be shielded from active sales in its territory by all the supplier’s other purchasers Advocate General Medina has presented her opinion in Case C-581/23 Beevers Kaas, a reference from Belgium addressing the interpretation of Article 101 TFEU and the former vertical agreements block exemption (Regulation 330/2010). The focus is whether an exclusive distribution arrangement accords with the parallel imposition requirement, under which a supplier must ensure its exclusive distributor is safeguarded against active selling into the protected territory by all the supplier’s remaining distributors or buyers. The opinion considers how these rules apply where exclusivity is granted and parallel obligations are expected across the supplier’s network to prevent targeted incursions into the exclusive area... Background Beevers Kass acts as the exclusive distributor in Belgium for Beemster cheese, sourced from the Dutch producer Cono. Since 1993, Cono and Beevers have been bound by an exclusive distribution agreement governing the sale of Beemster cheese in Belgium and...

Artcrafts International SpA v MOU Ltd [2024] EWHC 1558 (KB) What are the practical implications of this case? Termination clauses frequently demand close scrutiny and nuanced interpretation. This judgment underlines how accurate wording can shield a contracting party in practice. Such provisions are not mere boilerplate; they merit deliberate and sustained consideration. The decision also highlights when the court will, and will not, imply terms into an agreement. What was the background? In April 2011, Artcrafts, an Italian company, and MOU, an English company, entered into a Licence Agreement. It permitted the commercial exploitation of intellectual property rights in ‘Mou’ branded footwear (the Products). Under it, MOU conferred on Artcrafts an exclusive licence to manufacture, distribute, sell, advertise and promote the Products within the Territory (as defined), together with a non-exclusive licence to carry out the same activities elsewhere in the world. The Territory comprised specified countries as well as the US. In exchange, Artcrafts paid MOU substantial royalties. In recent years the relationship deteriorated, and...

This Practice Note reviews the key issues a franchise agreement ought to cover, notably clear definition of the franchisee’s rights and the applicable territory, whether the grant is on an exclusive basis, thorough attention to sales targets and development plans, and the licensing of intellectual property together with the availability of trade names and domain names. It also underlines the need for a carefully drafted manual and the principal topics that manual should address. While the structure and content resemble a distribution (reseller) agreement, a franchise agreement places much greater emphasis on day‑to‑day operation to secure uniformity and consistency. The principal matters include: Scope of rights and territory Exclusivity of the franchise Sales targets and development planning IP licensing, trade names and domain names Quality and content of the operational manual Grant of rights The agreement should set out the rights conferred on the franchisee with precision, so both parties are clear about their objectives. The extent...

This Practice Note explores how manufacturers and distributors of goods work together, concentrating on the distribution contract that should govern their dealings. It touches on issues that arise before signature and outlines the key clauses—covering territory, appointment, the manufacturer’s duties, the distributor’s duties, pricing and payment, intellectual property, title in goods, data protection and termination. For template agreements, see Precedents: Distribution agreement—exclusive—long form, Distribution agreement—non-exclusive—long form and Selective distribution agreement—non-exclusive. General Unlike agency arrangements, few statutes regulate distribution in the UK beyond domestic competition law, so the parties’ contract largely dictates their relationship. A manufacturer typically wields less day‑to‑day control over a distributor than a principal does over an agent. The distinction is that an agent sells in the name of, and on behalf of, its principal, while a distributor purchases and resells on its own account. Accordingly, in a principal–agent set‑up, the principal commonly determines matters such as pricing, marketing, publicity and end‑user supply terms; by contrast, a manufacturer will usually exert far less influence over these...

ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note outlines the approach to identifying court jurisdiction for proceedings issued in the courts of England and Wales on or before 31 December 2020 at 11 pm that involve Gibraltar, Aruba (an overseas territory of the Netherlands) and the French overseas territories. For proceedings concerning these territories begun after that date, whether the courts of England and Wales have jurisdiction is determined under CPR 6 and the common law. That assessment is undertaken either when asking the court for permission to serve the claim form outside the jurisdiction, or where the defendant challenges the court’s jurisdiction. For guidance, see the following Practice Notes: Cross-border service—is permission required to serve a defendant who is outside England and Wales? Determining whether the courts of England and Wales have jurisdiction Cross-border service—application for permission to serve outside England and Wales Cross-border service—jurisdictional gateways (principles) For a copy of the...

This Agreement is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is at [ insert address ] ] (the Principal); and [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is at [ insert address ] ] (the Agent), (each of the Principal and the Agent is a party and, taken together, the Principal and the Agent are the parties). Background The Principal provides the Services (as defined below). The Principal intends to appoint the Agent as its non-exclusive agent within the Territory (as defined below) for the [ marketing OR marketing and sale ] of the Services, on the terms of this Agreement. The Agent has agreed...

This Agreement is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Principal); and [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Agent). Each of the Principal and the Agent is a party, and together the Principal and the Agent are the parties. Background The Principal [ manufactures OR manufactures and sells ] the Products (as defined below). The Principal intends to appoint the Agent as its exclusive agent in the Territory (as defined below) for the [ marketing OR marketing and sale ] of the Products, on the terms of this Agreement. The...

[ insert address of trade mark proprietor ] Our ref: [ insert reference ]Your ref: [ insert reference ] [ insert address of recipient ][ insert date ] Dear [ insert name of recipient ] Authorisation to use registered trade marks: [ insert details of trade marks at issue ] We are the owner of the registered trade marks listed in Schedule 1 to this letter (the Trade Marks). For clarity, in this letter agreement (the Agreement) we refer to ourselves as we. Further to your request dated [ insert date ] to use the Trade Marks in [ insert territory ] (the Territory), we confirm our permission for such use by [ insert name of requesting party ] (you), on the basis set out in this Agreement as follows: 1 Authorisation to use [ From the date of this letter OR From [ insert effective date ] ] we grant you a non-exclusive, non-transferable, [ royalty free, ] [ fully paid-up, ]...