License Agreement in Uzbekistan

A license agreement occupies a central place in the system of civil law instruments for the commercialization of results of intellectual activity and means of individualization (trademarks, computer programs/software, etc.). Through this agreement, the right holder does not fully alienate the exclusive right, but rather permits a third party to lawfully use the intellectual property object within agreed limits. For this reason, the licensing structure has particular economic and legal value: it allows the right holder to retain title while generating income from the circulation of an intangible asset. In modern commercial practice in Uzbekistan, the importance of license agreements is increasing due to the development of brands, software, technological solutions, breeding achievements, and other intellectual property objects. The regulatory basis for such transactions is formed primarily by the provisions of the Civil Code of the Republic of Uzbekistan, as well as by special acts relating to particular intellectual property objects and administrative rules for the registration of the relevant agreements.

From the standpoint of general legal nature, a license agreement is an obligatory contract on granting the right to use an intellectual property object in a certain scope, within a certain territory, for a certain period, and, as a rule, for remuneration. The Civil Code of Uzbekistan expressly provides that under a license agreement, the holder of the exclusive right, that is, the licensor, grants the other party, the licensee, permission to use the relevant intellectual property object. The Code also emphasizes that such agreement must define the rights being granted, the limits of use, and the time period, while the agreement is presumed to be onerous.

The most important feature of a license agreement is its distinction from an agreement on the assignment of rights. If, in the case of assignment, the exclusive right passes to another subject, in licensing the right holder retains the right itself and transfers only the possibility of using the object within the limits agreed in the contract. This boundary is of fundamental importance not only for the classification of the agreement, but also for taxation, registration, allocation of risks, and procedural protection. Incorrect classification of the agreement may lead to mistakes in the wording of the subject matter, the scope of transferred rights, and the consequences of breach of obligations.

Uzbek law distinguishes several types of licenses. The Civil Code provides at least for a simple (non-exclusive) license, under which the licensor retains the right both to use the object independently and to grant licenses to other persons, and an exclusive license, under which the licensor retains the right of personal use but loses the ability to grant licenses to other persons within the scope granted to the licensee. Unless otherwise expressly provided by the agreement, the license is deemed to be simple. This rule has great practical significance: the absence of a clear clause on the exclusive nature of the license will be interpreted against the licensee who expected a stronger market position.

The subject matter of a license agreement in the field of intellectual property must be described with the greatest possible degree of certainty. A general reference to a “technology,” “brand,” or “program” is insufficient. It is necessary to individualize the specific object: patent number, certificate number, international trademark registration number, name of the computer program/software, database, and other identifying features. The Administrative Regulation of Uzbekistan on the registration of transactions in the field of intellectual property (approved by Resolution of the Cabinet of Ministers No. 427 dated 10 July 2025) expressly requires indicating in the registration documents the parties to the agreement, the subject matter of the agreement, the type of right being transferred, and, in the case of a license agreement, also the scope of transferred rights, the territory of validity, and the term. This confirms that these elements constitute the core of the legal structure of a license agreement.

The essential terms of a license agreement should be analyzed in both a narrow and a broad sense. In the narrow sense, they include the subject matter, scope of use, territory, term, and nature of the license. In the broad sense, they include terms on remuneration, methods of use, quality control, reporting, confidentiality, the right holder’s warranties, liability, grounds for unilateral refusal, and the consequences of termination of the agreement. The absence of clear provisions on these matters increases the risk of disputes regarding the limits of using the object, the lawfulness of sublicensing, the amount of royalties, the permissibility of software modification, the use of a mark in advertising, and other commercially significant aspects.

License agreements for trademarks have special features. The Administrative Regulation expressly provides that an agreement on granting the right to use a trademark must contain a condition that the quality of the licensee’s goods will not be lower than the quality of the licensor’s goods, and it must also state that the licensor exercises control over compliance with this requirement. This structure reflects the public law and consumer function of a trademark: the mark not only individualizes the goods, but also serves as an indicator of origin and expected quality level. Consequently, a trademark license agreement cannot be reduced to a mere formal permission to use the designation; it must include a control mechanism, otherwise the risk of refusal of registration or subsequent claims increases.

An important feature of the modern Uzbek model is the administrative registration of agreements related to intellectual property objects. The Administrative Regulation establishes the provision of a state service for the registration of agreements concerning intellectual property objects, including agreements on the assignment of rights, license agreements, and sublicense agreements. The authorized body is the Ministry of Justice of the Republic of Uzbekistan, and an application is filed through a special information system or the Unified Portal of Interactive Public Services for residents; for non-residents, filing through the information system.

The registration procedure has independent legal significance and is not merely a technical formality. The Regulation requires that an application relates to one agreement only, and if the documents are drawn up in a foreign language, a translation into the state language must be submitted simultaneously. When filing by one of the parties, the following must be attached: either a signed notice of disposal of the exclusive right, or the agreement itself, or an extract from it. If necessary, documents on succession and a power of attorney of the representative must also be attached. From the standpoint of evidentiary discipline, the requirement that the submitted agreement have numbered pages and contain no erasures, corrections, or additional notes is also noteworthy. These requirements are aimed at preventing disputes about the true content of the transaction.

As a general rule, the period for consideration of the application is fifteen days from the date the documents are received by the authorized body. If deficiencies are identified, the applicant is sent a request to remedy them; the consideration period is suspended, and three months are granted to correct the deficiencies. If the documents comply with the established requirements, the agreement is registered, the relevant information is entered into the corresponding state register, and the applicant is sent a notification indicating the registration number and date. If the deficiencies are not remedied or the documents do not comply with the requirements, registration is refused with an indication of the legal grounds.

Registration of a license agreement in the field of intellectual property performs several functions. First, it ensures public reliability of the circulation of rights, which is especially important for patents, trademarks, and other objects whose data are subject to state recording. Second, it reduces the risk of conflicts between several acquirers of rights. Third, it strengthens the evidentiary position of the parties in the event of a dispute. Fourth, it disciplines contractual drafting, forcing the parties to clearly formulate the subject matter, scope, territory, and term of the license. In this sense, the registration mechanism acts not only as an administrative guarantee, but also as a civil law guarantee of stability of commercial turnover.

At the same time, the Administrative Regulation introduces an important exception for computer programs (software) and databases. Agreements on the assignment of rights to such objects, as well as license agreements concerning them, are registered voluntarily by agreement of the parties. This model deserves separate academic attention. It reflects the specifics of software as an object whose circulation often requires high speed, multi-level licensing, and international harmonization of terms. The voluntary nature of registration in this case reduces transaction costs, but at the same time places greater responsibility on the parties for proper fixation of the contractual terms and the provability of the scope of granted rights.

No less important is the question of registration of amendments to a license agreement. The Administrative Regulation requires registration of amendments concerning the parties, the subject matter of the agreement, the term, the territory, and the scope of transferred rights. This means that, for significant modifications of the contractual structure, it is insufficient merely to conclude a supplementary agreement between the parties; the amendment must be brought to the state of public legal certainty through the authorized body. Such a rule is of particular value for disputes in which one party refers to an amended scope of rights, while the other relies on the original registered version of the agreement.

For legal practice, errors in contractual drafting constitute a substantial problem. In practice, the most risky issues are: an undefined subject matter of the license; the absence of an indication of methods of use; confusion between an exclusive license and assignment of rights; absence of provisions on territory and term; absence of express permission for sublicensing; incomplete description of quality standards for trademarks; inconsistencies between the text of the agreement and the data submitted for registration; and the use of templates not adapted to Uzbek legislation. All these defects may entail either refusal of registration or a subsequent dispute as to which rights were actually transferred to the licensee.

Comparative Table of License Agreements