INTELLECTUAL PROPERTY LICENCE AGREEMENT
Important legal, jurisdiction and formality warning
This fictional agreement is a complete worked example, not legal advice. It grants rights in software and associated intellectual property under the law of England and Wales, but rights differ by work, territory and registration status. The parties must verify title, employee and contractor assignments, third-party and open-source licences, export controls, tax, data protection, competition law, security, accessibility and whether any transfer or recordal requires a deed or filing. A licence is not an assignment and the scope below must not be enlarged by informal statements. Obtain specialist advice before signing or deploying the software.
1. Parties and background
This agreement is made on 9 March 2026 between Redwillow Data Systems Limited, company number 14822107, of 5 Arkwright Terrace, Sheffield S3 8JT, the Licensor, and Beaconfield Utilities Services Limited, company number 09264051, of 19 Harbour Exchange, Newcastle upon Tyne NE1 2PA, the Licensee. The Licensor owns and operates the software platform known as QuarrySight, which analyses meter and asset information for maintenance planning. The Licensee supplies water-efficiency and facilities services to commercial premises.
The Licensee wishes to use QuarrySight to plan maintenance for its United Kingdom commercial customers. The Licensor is willing to grant the limited licence in this agreement. The parties acknowledge that the licence is valuable consideration for the fees, promises and restrictions below. No ownership of the Licensed IP passes to the Licensee.
2. Definitions
Authorised User means an employee or individual contractor of the Licensee who has a genuine need to use QuarrySight for the Permitted Business and is bound by obligations no less protective than this agreement. Business Day means a day other than Saturday, Sunday or a bank holiday in England. Contract Year means each period of 12 months beginning on 1 April 2026 and each successive anniversary of that date. Documentation means the current user and administrator manuals supplied by the Licensor. Licensed IP means the QuarrySight object code, Documentation, interface artwork, configuration tools, the QuarrySight trade mark only as used in the approved login screen, and the Licensor's implementation materials listed in Schedule 1, but excludes Third-Party Material and Licensee Data. Licensee Data means data submitted to or generated from the Licensee's customer accounts. Permitted Business means internal planning, reporting and maintenance prioritisation for the Licensee's own commercial facilities-management services in the United Kingdom. Territory means England, Wales, Scotland and Northern Ireland. Third-Party Material means components identified as third-party or open source in the component notice.
3. Grant and scope
Subject to payment and compliance, the Licensor grants the Licensee from 1 April 2026 a non-exclusive, non-transferable, non-sublicensable licence in the Territory during the Term to install and use all Licensed IP materials identified in Schedule 1 solely for the Permitted Business. The licence permits up to 80 named Authorised Users and one production environment plus one non-production test environment. The Licensee may make one security backup and reasonable copies of Documentation for Authorised Users. Use of the QuarrySight trade mark is limited to the approved login screen described in Schedule 1.
The Licensee may permit its external facilities-management contractor, Hearthstone Operations Limited, to access reports solely while that contractor performs services for the Licensee, provided the Licensee remains responsible for its acts and obtains a written confidentiality and use undertaking. That access is a permitted use, not a sublicense or transfer, and Hearthstone may not operate QuarrySight for another customer. The Licensee must notify the Licensor before replacing Hearthstone or appointing another contractor.
The licence does not permit resale, timesharing, bureau service, service-bureau operation, publication, distribution, rental, lease, assignment, reverse engineering, decompilation, extraction of source code, removal of notices, use outside the Territory, use for a third party's benefit except under this clause, training a competing model, or making QuarrySight available on a public network. Nothing prevents an act that cannot lawfully be restricted under applicable copyright law. The Licensee may carry out such an act only to the extent and for the purpose permitted by that law, including lawful interoperability, and must comply with any statutory conditions applying to it.
4. Ownership and reserved rights
The Licensor and its licensors retain all right, title and interest in the Licensed IP, including copyright, database rights, design rights, trade marks, inventions, know-how and confidential information. The Licensee retains its pre-existing software, reports, workflows, trade marks and Licensee Data. No implied licence, assignment or transfer is created. The Licensee must not register a mark, domain or company name incorporating QuarrySight or a confusingly similar name.
The Licensee grants the Licensor a non-exclusive, worldwide, royalty-free licence during the Term to host, process, reproduce and adapt Licensee Data solely to provide, secure, support and improve the service, and to create aggregated information that does not identify the Licensee or an individual. The Licensor must not sell identifiable Licensee Data or use it to make a commercial decision about an individual. The parties will document controller and processor roles in a separate data-processing schedule before personal data is uploaded.
5. Configuration and improvements
The Licensor owns configurations, connectors, scripts and improvements it creates in performing the services, except for Licensee Data and the Licensee's pre-existing materials. If the Licensee supplies a suggestion, the Licensor may use it without payment, provided it does not disclose the Licensee's Confidential Information. The Licensee may export its reports in a standard format for its internal business and may retain those reports after termination, subject to deletion of personal data when no longer needed.
The Licensee must ensure that its data, instructions and materials do not infringe a third party's rights, contain unlawful content or include malware. The Licensor may refuse an instruction that would breach law, security requirements or a third-party licence and will explain the reason. The Licensee is responsible for the accuracy of its maintenance decisions; QuarrySight is a decision-support tool and does not replace professional inspection, statutory checks or emergency procedures.
6. Delivery, acceptance and support
The Licensor will provide access credentials and Documentation by 1 April 2026. The Licensee will conduct acceptance tests in Schedule 1 for ten Business Days. A material failure is one that prevents a documented core function from operating in the agreed test environment. The Licensee must provide evidence and a reasonable opportunity to correct it. If a core failure remains after two correction attempts, the Licensee may reject the affected Schedule 1 acceptance item or items and receive the pro-rata portion of the £18,000 implementation fee allocated to those items; the fee is allocated equally across the five acceptance items in Schedule 1, so each affected item carries an allocation of £3,600. This allocation explains the refund and applies only to the affected item or items; it may not reject for a cosmetic issue or a change reasonably required for security.
Support is available from 08:00 to 18:00 Monday to Friday in England, excluding bank holidays. A Critical Incident is a complete production outage or confirmed unauthorised access; the Licensor acknowledges it within one hour and gives updates every four hours. A High Incident materially impairs a core function; acknowledgement is within four business hours. A Standard Incident is a question or minor defect; acknowledgement is within two Business Days. These are service targets, not guarantees, and planned maintenance notified three Business Days in advance is excluded.
7. Fees and audit
The Licensee will pay a one-time implementation fee of £18,000 plus VAT, invoiced on signature and payable within 30 days. The annual licence fee is £48,000 plus VAT for the first 80 named users, payable quarterly in advance at £12,000 per quarter. Additional named users cost £55 plus VAT per user per month, billed in arrears. The Licensor may increase the annual licence fee from the second anniversary by the lower of 5 percent or the percentage increase in the Consumer Prices Index, with 60 days' notice.
The Licensee must not exceed 80 named users. If an audit shows that it exceeded the limit, it must pay the shortfall at the applicable rate for the preceding 12 months, plus reasonable audit cost where the excess is more than 5 percent. The Licensor may audit usage on ten Business Days' notice no more than once per year, using an independent auditor bound by confidentiality. The Licensee must keep usage and payment records for six years.
8. Warranties and third-party material
The Licensor warrants that it has authority to grant the licence, QuarrySight will materially conform to the Documentation when used as instructed, and it will perform support with reasonable skill and care. The Licensee's exclusive remedy for breach of the conformity warranty is correction or, if correction is not reasonably possible within 30 days, a pro-rata refund for the affected period. The Licensor does not warrant that the software is error-free, will meet an unrecorded requirement, or will prevent every cyberattack.
The component notice identifies the Apache-2.0 licensed Atlas chart library, the MIT-licensed Rowan parser and the separately licensed Gridwell geocoding service. Those components remain subject to their stated licences. The Licensor will not knowingly impose terms that remove a right granted by an applicable open-source licence. The Licensee must comply with those notices and must not remove attribution.
9. Infringement
The Licensor will defend a third-party claim that the Licensee's permitted use of the Licensed IP in the Territory infringes copyright, database rights or a registered trade mark, and will pay damages finally awarded or agreed in settlement, provided the Licensee promptly notifies it, gives control of the defence and reasonably cooperates. The Licensor may procure a continuing right, modify or replace the affected item without materially reducing functionality, or terminate the affected licence and refund prepaid fees for the unused period. It has no obligation for a claim caused by unauthorised modification, combination, data, use outside scope or continued use after notice.
The Licensee will defend a claim caused by its data, instructions, unlawful use or breach of clause 3 and will pay damages finally awarded or agreed, subject to the same notice and cooperation protections. Neither party may settle a claim in a way admitting the other's liability without consent.
10. Confidentiality and security
Confidential Information includes source code, credentials, security reports, prices, roadmaps, customer information, data models and business plans. A recipient may use it only for this agreement, disclose it only to those who need it and are bound by confidentiality, and protect it using reasonable technical and organisational measures. Exclusions apply to information public without breach, already known, independently developed or lawfully received. Compelled disclosure is permitted after notice where lawful. Confidentiality lasts five years after disclosure, while source code and trade secrets remain protected while confidential.
The Licensee must maintain access controls, promptly disable departed users, use unique credentials and not share passwords. The Licensor will maintain encryption in transit and at rest, vulnerability management, administrative multi-factor authentication and tested backups. Each party will notify the other without undue delay after confirming a security incident affecting the other party's information. Personal data security and breach allocation are governed by the separate data-processing schedule.
11. Liability and insurance
Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, infringement indemnity obligations, or a liability that cannot lawfully be limited. Subject to that, each party's aggregate liability in a Contract Year is capped at £250,000. The cap for the Licensee's unpaid fees and for either party's deliberate misuse of the other's Confidential Information is £500,000. Neither party is liable for loss of profit, revenue, goodwill or anticipated savings to the extent permitted by law, but this does not limit a payment, refund or indemnity expressly due under this agreement.
The Licensor will maintain professional indemnity and cyber insurance of at least £2,000,000 per claim. The Licensee will maintain appropriate public liability and cyber cover for its business. Each party will mitigate its losses.
12. Term, suspension and exit
The Term begins on 1 April 2026 and continues for three years, then renews for successive one-year periods unless either party gives 90 days' notice before expiry. Either party may terminate for a material breach not remedied within 30 days, insolvency or repeated non-payment. The Licensor may suspend access on five Business Days' notice for undisputed fees overdue by more than 15 days, but must restore access promptly after payment. It may suspend immediately for a serious security threat or unlawful use, giving reasons and limiting the suspension as far as reasonably possible.
On termination, all licences end and the Licensee must stop use, remove copies except one legally required archival copy, pay accrued fees and return or delete Licensor materials. For 60 days after termination, the Licensor will provide reasonable export assistance at its then-current professional-services rates. The Licensor will make Licensee Data available in CSV format, subject to security and lawful deletion. Clauses on ownership, accrued payment, confidentiality, data, liability, infringement and dispute resolution survive.
13. General and execution
This agreement is the entire agreement about the Licensed IP and may be changed only by a signed written document. It prevails over a purchase order to the extent of conflict. Neither party may assign it without consent, except to a successor to substantially all of its relevant business that assumes the obligations. Neither party may grant a charge over the other's IP. No partnership, agency or employment relationship is created. No third party may enforce it under the Contracts (Rights of Third Parties) Act 1999. If a provision is invalid it will be adjusted only as necessary. Notices must be in writing and may be served by hand at, or by pre-paid first-class post to, the registered office of the recipient stated in clause 1, or by email to legal@redwillow.example.test for the Licensor or legal@beaconfield.example.test for the Licensee. A notice is deemed received if delivered by hand, when it is left at the relevant office; if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; or if sent by email, at the time of transmission when sent before 17:00 on a Business Day and otherwise at 09:00 on the next Business Day, provided the sender receives no automated failure message. If the deemed time falls outside the recipient's normal business hours, it is treated as received at 09:00 on the next Business Day. English is the controlling language.
The parties will refer a dispute to Maya Ellison, the Licensor's General Counsel, and Callum Price, the Licensee's Operations Director, before mediation in York. This does not prevent urgent injunctive relief or debt recovery. This agreement and any non-contractual obligation are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Counterparts and electronic signatures are permitted where legally effective.
Schedule 1 — Licensed materials and acceptance
The Licensed materials are QuarrySight release 4.2 object code, the administrator and user Documentation dated 9 March 2026, the standard API connector, the QuarrySight word mark for an approved login screen, and configuration of three reporting views. Acceptance tests are: import a supplied non-personal CSV of 2,400 meter readings; produce a maintenance-priority report; export that report to CSV; create and disable a named user; and restore the test environment from the documented backup. A test passes when the documented result is produced without a Critical Incident. The Licensee will send one consolidated defect list by 17 April 2026.
Signatures
Signed for Redwillow Data Systems Limited by Maya Ellison, General Counsel Signature: ____________________ Date: 9 March 2026
Signed for Beaconfield Utilities Services Limited by Callum Price, Operations Director Signature: ____________________ Date: 9 March 2026