The Limited Use Agreement serves as a crucial legal instrument in the Philippine business environment, particularly valuable in scenarios where controlled access to proprietary assets, software, content, or services is essential. This document type is commonly employed when a party wishes to grant specific, limited rights while retaining overall ownership and control of the asset. Operating under Philippine jurisdiction, it incorporates provisions that comply with local legislation, including the Civil Code of the Philippines, the Intellectual Property Code, and the E-Commerce Act. The agreement typically addresses key aspects such as scope of use, restrictions, duration, payment terms, and termination conditions, while also considering data privacy requirements under the Data Privacy Act of 2012 when applicable. Limited Use Agreements are particularly relevant in today's digital economy, where licensing and restricted access models have become increasingly common across various industries.
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1. Parties: Identifies and provides full details of the contracting parties, including their legal names, addresses, and registration numbers if applicable
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Grant of License: Specifies the exact scope and nature of the limited use rights being granted
5. Usage Restrictions: Clearly outlines what the user cannot do with the licensed item or service
6. Term and Termination: Specifies the duration of the agreement and conditions for termination
7. Payment Terms: Details the fees, payment schedule, and payment methods if applicable
8. User Obligations: Lists the specific responsibilities and obligations of the user
9. Intellectual Property Rights: Clarifies ownership of intellectual property and related rights
10. Warranties and Disclaimers: States what is and is not guaranteed under the agreement
11. Limitation of Liability: Defines the extent of each party's liability under the agreement
12. Governing Law: Specifies that Philippine law governs the agreement and outlines jurisdiction
13. General Provisions: Includes standard boilerplate clauses such as severability and entire agreement
1. Data Privacy and Security: Required when personal data processing is involved, ensuring compliance with the Data Privacy Act
2. Technical Support: Include when the limited use involves software or technical products requiring support
3. Updates and Maintenance: Relevant for software or digital products that may require regular updates
4. Export Controls: Include when the licensed item may be subject to export restrictions
5. Audit Rights: Include when usage monitoring or compliance verification is necessary
6. Insurance Requirements: Relevant when the limited use involves high-risk activities or valuable assets
7. Confidentiality: Include when sensitive information will be shared between parties
8. Assignment Rights: Include when transfer of rights needs to be specifically addressed
9. Force Majeure: Include when specific events beyond parties' control need to be addressed
1. Schedule A - Licensed Items: Detailed description of the items, software, or services covered by the limited use rights
2. Schedule B - Fee Schedule: Detailed breakdown of all applicable fees, charges, and payment terms
3. Schedule C - Technical Specifications: Technical details, system requirements, or specifications of the licensed items
4. Schedule D - Service Levels: Service level agreements and performance metrics if applicable
5. Schedule E - Acceptable Use Policy: Detailed rules and guidelines for acceptable use of the licensed items
6. Appendix 1 - Contact Information: List of key contacts for both parties including technical support and legal notices
7. Appendix 2 - Usage Reporting Format: Template for usage reporting if required under the agreement
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Digital Media
Entertainment
Education
Research and Development
Healthcare
Financial Services
Manufacturing
Telecommunications
Professional Services
Government Services
Retail
E-commerce
Relevant Teams
Legal
Compliance
Product Development
Software Development
Business Development
Sales
Operations
Risk Management
Information Technology
Intellectual Property
Customer Success
Partner Relations
Documentation
Relevant Roles
Legal Counsel
Contract Manager
Licensing Manager
Intellectual Property Manager
Business Development Manager
Product Manager
Software Development Manager
Chief Technology Officer
Chief Legal Officer
Compliance Officer
Risk Manager
Operations Manager
Sales Director
Account Executive
Partnership Manager
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