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Limited Use Agreement Template for Malaysia

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Key Requirements PROMPT example:

Limited Use Agreement

"I need a Limited Use Agreement for licensing our proprietary software to Malaysian healthcare providers, with strict usage restrictions and data protection clauses, to be effective from March 2025."

Document background
Limited Use Agreements are essential tools for businesses in Malaysia seeking to grant controlled access to their proprietary assets while maintaining ownership and control. This document type is commonly used when organizations need to license software, technology, intellectual property, or other assets while imposing specific restrictions on their use. The Limited Use Agreement includes crucial elements such as scope of permitted use, territorial restrictions, payment terms, and compliance requirements, all aligned with Malaysian legal framework including the Contracts Act 1950, Copyright Act 1987, and Personal Data Protection Act 2010. It serves as a vital instrument for protecting intellectual property rights while enabling commercial exploitation through carefully controlled licensing arrangements.
Suggested Sections

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context of the agreement and brief description of the subject matter

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

4. Grant of License: Scope of the limited use rights being granted, including any territorial restrictions

5. Permitted Use: Specific details of how the subject matter may be used, including any limitations

6. Restrictions: Clear specifications of prohibited uses and activities

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Fees and Payment: Payment terms, fee structure, and payment schedules if applicable

9. Intellectual Property Rights: Statement of ownership and IP rights retention

10. Confidentiality: Obligations regarding confidential information

11. Warranties and Representations: Warranties provided by each party

12. Limitation of Liability: Limitations on liability and indemnification provisions

13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Data Protection: Required when personal data processing is involved, outlining compliance with PDPA 2010

2. Technical Support: Include when technical support or maintenance services are part of the agreement

3. Service Levels: When specific performance metrics or service levels need to be maintained

4. Audit Rights: When the licensor needs rights to audit usage or compliance

5. Insurance: When specific insurance requirements need to be maintained by either party

6. Export Control: When the subject matter is subject to export control regulations

7. Source Code Escrow: For software agreements where source code escrow is required

Suggested Schedules

1. Schedule 1 - Licensed Materials: Detailed description of the materials or items subject to limited use

2. Schedule 2 - Technical Specifications: Technical requirements, specifications, or standards that must be met

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, payment terms, and calculation methods

4. Schedule 4 - Service Level Requirements: Specific metrics and requirements for service performance if applicable

5. Appendix A - Acceptable Use Policy: Detailed policies regarding acceptable use of the licensed materials

6. Appendix B - Support Services: Details of any support or maintenance services provided

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
























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Relevant Industries

Technology

Software

Manufacturing

Healthcare

Education

Financial Services

Media and Entertainment

Telecommunications

Professional Services

Research and Development

Relevant Teams

Legal

Intellectual Property

Compliance

Commercial

Business Development

Information Technology

Research & Development

Product Management

Risk Management

Operations

Relevant Roles

Legal Counsel

Licensing Manager

Intellectual Property Manager

Contract Administrator

Business Development Manager

Chief Technology Officer

Compliance Officer

Risk Manager

Commercial Director

Technology License Manager

Product Manager

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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