License Agreement

Heaven 2011 (Querist) 21 February 2009 This query is : Resolved
In a license agreement entered with the licensee there is a clause "it is hereby clarified and agreed that the present demise is for a term of 3 yrs during which period either party can terminate this agreement by giving 1 months notice.After the expiry of such license period, this agreement may be renewed at the option of the Licensor on the same terms and conditions for further two periods of three years each..."

Respected gentelmen, my query is if this agreement is renewed can i incorporate new clause containing new terms and conditions or can i amend or delete this existing clause? Can i have any theory back up for the concerned issue from Indian Contract Act?

Kindly advise.

With best regards,

Asish

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sanjeev murthy desai (Expert) 21 February 2009
Dear Ashish,

It is depend upon licensor acceptence. Terminination clause and renewal clause are imapart clauses in every agreements of the parties.

If licensor agreeing you can incorporate new clause containing new conditions and terms. But the said new conditions and terms should be lawfull under easement act and contract act

sanjeev desai

AEJAZ AHMED (Expert) 21 February 2009
DEAR ASHISH,

With respect to 'First Part' of your query:

" if this agreement is renewed can i incorporate new clause containing new terms and conditions ".

See this Important point of the Clause which provided by you:

" .... may be renewed at the option of the Licensor on the same terms and conditions for further two periods of three years each..."

My reply is when as per the above clause it is Crystal Clear that the ' Right & Power' of "OPTION TO RENEW" is granted only to the "LICENSOR". Then, how can, you either to 'Incorporate new Terms & Condition ' for the Suceeding Terms or amend and delete this existing clause. The 'Option' is granted only to the Licensor, not on the Option of "Both" (Licensor and Licensee). So you as a Licensee having no power and right either to 'RENEW' for any succeeding term or even to Amend, delet, incorporate any Terms and condition in the Agreement.

And That too, it is very Crystal Clear that, this Agreement is renewable " ON THE SAME TERMS AND CONDITIONS".

As per me, when it is executed and signed by both parties, then there is no righ of Challenge under the Contract Law, either for amendment or deletion of some terms or clauses of the Agreement.

PALNITKAR V.V. (Expert) 21 February 2009
The terms and conditions can be added, altered, deleted or amended if all the parties agree to it notwithstanding the condition of renewal on the same terms and conditions.