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Master License Agreement for Malaysia

Master License Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the fundamental terms and conditions for licensing intellectual property, technology, or proprietary materials between parties. This agreement serves as an umbrella framework for subsequent licensing arrangements, incorporating Malaysian legal requirements including provisions from the Contracts Act 1950, relevant intellectual property legislation, and data protection laws. It addresses key aspects such as license scope, payment terms, IP rights, confidentiality, and compliance with Malaysian regulatory requirements while providing flexibility for specific licensing needs through supplementary agreements.

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What is a Master License Agreement?

The Master License Agreement serves as the primary contractual framework for establishing licensing relationships under Malaysian law. It is typically used when a business needs to create a standardized approach to licensing its intellectual property, technology, software, or other proprietary materials to multiple licensees. The agreement incorporates essential elements required by Malaysian legislation, including the Contracts Act 1950, Copyright Act 1987, and Personal Data Protection Act 2010. This document forms the foundation for specific licensing arrangements, allowing parties to efficiently execute individual license agreements through shorter supplementary documents that incorporate the master terms by reference. It is particularly valuable for businesses engaging in repeated licensing transactions, ensuring consistency in terms while reducing negotiation time and legal costs.

What sections should be included in a Master License Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

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

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

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

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

7. Confidentiality: Protection of confidential information and trade secrets

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

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

10. Limitation of Liability: Limitations on parties' liability and exclusions

11. Indemnification: Mutual or unilateral indemnification obligations

12. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Master License Agreement?

1. Sub-licensing Rights: Include when licensee is permitted to sub-license to third parties

2. Quality Control: Include for trademark licenses or when product quality standards must be maintained

3. Source Code Escrow: Include for software licenses where source code access may be required

4. Data Protection: Include when license involves processing of personal data

5. Export Control: Include for international licensing arrangements

6. Maintenance and Support: Include if ongoing technical support or maintenance is part of the agreement

7. Training and Implementation: Include when licensee requires support for implementation

8. Change Control: Include when licensed material may need updates or modifications

What schedules should be included in a Master License Agreement?

1. Schedule 1 - Licensed Materials: Detailed description of all materials covered by the license

2. Schedule 2 - Technical Specifications: Technical details and requirements of licensed materials

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

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Schedule 6 - Territory: Detailed description of geographic territory for license

7. Appendix A - Usage Guidelines: Specific rules and guidelines for using licensed materials

8. Appendix B - Support and Maintenance Terms: Detailed terms for ongoing support if applicable

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

































Clauses

































Relevant Industries

Technology

Software Development

Manufacturing

Telecommunications

Healthcare

Financial Services

Education

Media and Entertainment

Retail

Professional Services

Biotechnology

Research and Development

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Finance

Compliance

Technology

Operations

Risk Management

Product Development

Relevant Roles

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Director

Chief Technology Officer

Commercial Director

Compliance Officer

Legal Operations Manager

Technology Transfer Officer

Partnership Manager

Chief Financial Officer

Risk Manager

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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