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Commercial Licensing Agreement Template for Malaysia

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Key Requirements PROMPT example:

Commercial Licensing Agreement

"I need a Commercial Licensing Agreement for my software company based in Kuala Lumpur to license our AI-powered analytics platform to enterprise clients in Malaysia and Singapore, with specific provisions for data protection and source code escrow."

Document background
The Commercial Licensing Agreement is a fundamental legal instrument used when one party wishes to grant another party the right to use, manufacture, distribute, or otherwise commercially exploit specific intellectual property rights, technology, or proprietary assets. This document type is essential in the Malaysian business landscape, where it must comply with local legislation including the Contracts Act 1950, relevant IP laws, and sector-specific regulations. The agreement typically covers crucial aspects such as scope of license, territory, exclusivity, royalty structures, quality control, and term duration. It's particularly valuable for businesses expanding their market presence, monetizing intellectual property, or engaging in technology transfer arrangements. The Commercial Licensing Agreement serves as a comprehensive framework that protects both parties' interests while facilitating commercial exploitation of licensed assets in compliance with Malaysian legal requirements.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the license being granted, including territory, exclusivity, and permitted uses

5. License Fees and Payment Terms: Financial terms, including license fees, royalties, payment schedules, and calculation methods

6. Intellectual Property Rights: Ownership and protection of IP rights, including any improvements or modifications

7. Obligations of the Licensor: Licensor's responsibilities, including delivery, support, and maintenance obligations

8. Obligations of the Licensee: Licensee's responsibilities, including usage restrictions, reporting requirements, and quality control

9. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

10. Confidentiality: Protection and handling of confidential information exchanged between parties

11. Warranties and Representations: Warranties regarding IP ownership, right to license, and quality assurances

12. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties

13. General Provisions: Standard legal clauses including governing law, dispute resolution, and entire agreement

Optional Sections

1. Quality Control: Detailed quality standards and control procedures, necessary when licensing involves manufacturing or service delivery

2. Sub-licensing Rights: Terms governing the licensee's right to sub-license, if permitted

3. Source Code Escrow: Required for software licensing agreements where source code access may be needed under specific conditions

4. Training and Support: Details of training and ongoing support services, if provided by the licensor

5. Marketing and Promotion: Guidelines for marketing and promoting the licensed products or services

6. Audit Rights: Procedures for auditing licensee's use, sales, or royalty calculations

7. Export Control: Required when licensed products or technology are subject to export regulations

8. Data Protection: Necessary when the licensed activities involve processing personal data

9. Change Control: Procedures for managing changes to the licensed products or services

Suggested Schedules

1. Schedule 1: Licensed Products/Technology: Detailed description of the licensed products, technology, or intellectual property

2. Schedule 2: Technical Specifications: Technical requirements, standards, and specifications for the licensed products or technology

3. Schedule 3: Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

4. Schedule 4: Service Level Agreement: Performance standards and metrics for any associated services

5. Schedule 5: Territory: Detailed description of the geographic territory covered by the license

6. Schedule 6: Trademark Usage Guidelines: Specific rules and requirements for using licensed trademarks

7. Appendix A: Quality Control Standards: Detailed quality control procedures and requirements

8. Appendix B: Reporting Templates: Standard forms for required reports and notifications

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























Clauses







































Relevant Industries

Technology

Software Development

Manufacturing

Pharmaceuticals

Biotechnology

Consumer Goods

Retail

Entertainment

Media

Telecommunications

Education

Research and Development

Automotive

Industrial Equipment

Healthcare

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Operations

Finance

Compliance

Technology

Product Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Business Development Manager

Licensing Manager

Contract Manager

Chief Technology Officer

Research and Development Director

Chief Executive Officer

Operations Manager

Intellectual Property Lawyer

Commercial Manager

Product Manager

Technology Transfer Officer

Innovation Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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