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Licensing Agreement
"I need a Licensing Agreement for software technology to be used in Malaysia and Singapore, where my company will license our proprietary AI-powered inventory management system to a retail chain, with the agreement starting from March 2025."
1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, whether exclusive or non-exclusive, territory, and permitted uses
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Payment Terms: License fees, royalties, payment schedule, and calculation methods
7. IP Ownership and Protection: Confirmation of IP ownership, protection measures, and handling of improvements
8. Confidentiality: Protection of confidential information shared during the license period
9. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
10. Indemnification: Parties' obligations to protect each other from third-party claims
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Quality Control: Required for trademark licenses to maintain quality standards of branded products
2. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
3. Technology Transfer: Necessary for patent licenses involving technical knowledge transfer
4. Source Code Escrow: For software licenses where source code access may be required
5. Export Control: Required when licensed IP may be subject to export restrictions
6. Minimum Performance Requirements: Include when licensee must meet specific performance targets
7. Training and Support: When ongoing technical support or training is part of the license
8. Insurance: When specific insurance coverage is required for licensed activities
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed, including registration numbers
2. Schedule 2 - Territory: Detailed definition of geographic territories where license is valid
3. Schedule 3 - Royalty Calculations: Detailed formulas and examples for calculating royalties
4. Schedule 4 - Technical Specifications: Technical details, standards, and requirements for licensed technology
5. Schedule 5 - Quality Control Standards: Specific quality requirements and testing procedures
6. Appendix A - Approved Forms: Standard forms for reporting, ordering, or other routine communications
7. Appendix B - Contact Details: Key contacts and notice addresses for both parties
8. Appendix C - Implementation Timeline: Schedule for implementation of the license and key milestones
Authors
Technology and Software
Manufacturing
Pharmaceuticals
Consumer Goods
Automotive
Electronics
Entertainment and Media
Telecommunications
Biotechnology
Fashion and Retail
Food and Beverage
Research and Development
Legal
Intellectual Property
Commercial
Finance
Research and Development
Business Development
Compliance
Technical Operations
Product Development
Quality Assurance
Legal Counsel
Intellectual Property Manager
Commercial Director
Chief Technology Officer
Business Development Manager
Licensing Executive
Contract Manager
Chief Financial Officer
Research and Development Director
Compliance Officer
IP Rights Administrator
Technology Transfer Manager
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