All templatesINTELLECTUAL PROPERTY LICENCE AGREEMENT
THIS AGREEMENT is made on 1 October 2026
BETWEEN
(1) MAASAI BEADWORKS LIMITED (the Licensor); and
(2) AFRIQUE APPAREL KENYA LIMITED (the Licensee).
RECITALS
(A) The Licensor owns the intellectual property described in this Agreement.
(B) The Licensor has agreed to license it to the Licensee on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
In this Agreement, unless the context otherwise requires:
1.1 Business Day means a day other than a Saturday, Sunday or public holiday in Kenya.
1.2 Licensed IP means the Registered trade mark 'ENKANG' (KE/T/2021/114520) in class 25.
1.3 Territory means the Republic of Kenya.
2. Grant
2.1 The Licensor grants to the Licensee an exclusive licence to use the Licensed IP in the Territory and nowhere else.
2.2 The licence is exclusive: during the term the Licensor shall neither grant any other licence of the Licensed IP in the Territory nor use it there itself.
2.3 The Licensee shall not sub-license the Licensed IP without the Licensor's prior written consent.
2.4 All rights in the Licensed IP not expressly granted by this Agreement are kept by the Licensor.
3. Term
3.1 This Agreement starts on its date and continues for a term of 4 years, unless ended earlier under the Termination clause.
4. Royalties
4.1 The Licensee shall pay the Licensor a royalty of 7% of net sales, payable quarterly within 30 days of quarter end.
4.2 The Licensee shall send the Licensor a written statement showing how each payment was calculated, together with that payment.
4.3 All royalties shall be paid in cleared funds without set-off or deduction.
5. Records and Audit
5.1 The Licensee shall keep complete and accurate records of everything on which the royalty under clause 4 is calculated.
5.2 The Licensor may, on reasonable notice, inspect and audit those records itself or by its accountants.
5.3 The Licensee shall pay any shortfall which the audit shows within 14 days of being told the amount.
6. Quality Control
6.1 The Licensee shall use the Licensed IP only on goods and services that meet the standards of quality the Licensor notifies in writing, and only in the form the Licensor approves.
6.2 The Licensee shall permit the Licensor to inspect those goods and the places where they are made or supplied, and shall provide samples of them on request.
6.3 The Licensee shall put right any failure to meet those standards within 30 days of written notice from the Licensor.
7. Ownership and Warranty
7.1 The Licensor warrants that it owns the Licensed IP and is entitled to grant this licence to the Licensee on the terms of this Agreement.
7.2 The Licensee acquires no ownership of or other right, title or interest in the Licensed IP, save for the licence granted under this Agreement.
7.3 All goodwill arising from the Licensee's use of the Licensed IP inures to and belongs to the Licensor.
7.4 The Licensee shall not challenge the Licensor's title to the Licensed IP, nor apply to register any trade mark, name or device which is confusingly similar to the Licensed IP.
7.5 Each party shall promptly notify the other in writing of any infringement of the Licensed IP of which it becomes aware. The Licensor shall decide whether and how to take action in respect of any such infringement.
8. Termination
8.1 Either party may end this Agreement by written notice to the other if the other commits a material breach of this Agreement and does not remedy that breach within 30 days of written notice to do so.
Business and deals
Intellectual property licence template (Kenya)
Also called: IP Licensing Agreement
What it is for
Letting someone use your brand, design or creation without owning it.
The Kenyan law it follows
- Trade Marks Act Cap 506
- Copyright Act 2001
- Industrial Property Act 2001
- Competition Act 2010
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
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Sample intellectual property licence
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This is a sample for general information. It is not legal advice and may not suit your situation. Laws change, and a document has to fit your own facts; have an advocate check it before you rely on it.