The Limited Use License Agreement is essential for businesses and individuals seeking to grant or receive limited rights to use proprietary content, software, or intellectual property in the Philippines. This document is particularly relevant in today's digital economy where licensing of intellectual property and technology assets is increasingly common. The agreement must comply with Philippine legislation, including the Intellectual Property Code (Republic Act No. 8293) and related laws, while addressing modern licensing challenges. It is typically used when a property owner wants to maintain control over their intellectual property while allowing others to use it under specific conditions. The document includes detailed terms about usage rights, restrictions, payment structures, and compliance requirements, making it suitable for both domestic and international licensing arrangements while ensuring adherence to Philippine legal requirements.
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1. Parties: Identification of the licensor and licensee with complete legal names and addresses
2. Background: Context of the agreement, nature of the licensed material, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific terms of the license grant, including scope, territory, and duration
5. License Restrictions: Clear enumeration of prohibited uses and activities
6. License Fee: Payment terms, amounts, and schedule for license fees
7. Intellectual Property Rights: Assertion and protection of IP rights, ownership declarations
8. Representations and Warranties: Statements regarding ownership, right to license, and quality of licensed material
9. Term and Termination: Duration of agreement, renewal terms, and termination conditions
10. Confidentiality: Protection of confidential information exchanged during the license period
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Support and Maintenance: Include when ongoing technical support or maintenance services are part of the license
2. Data Protection: Include when personal data processing is involved, ensuring compliance with the Data Privacy Act
3. Export Controls: Include for software or technology subject to export regulations
4. Source Code Escrow: Include when source code access might be needed under specific conditions
5. Audit Rights: Include when licensor requires rights to audit licensee's use of licensed material
6. Insurance Requirements: Include when specific insurance coverage is required from either party
7. Service Level Agreement: Include when the licensed material requires specific performance or availability levels
1. Schedule A - Licensed Material: Detailed description of the licensed material, including version numbers and specifications
2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedule, and calculation methods
3. Schedule C - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule D - Authorized Users: List of authorized users or user categories when license is for multiple users
5. Appendix 1 - Support Terms: Detailed support and maintenance terms if applicable
6. Appendix 2 - Service Levels: Detailed service level commitments and metrics if applicable
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Media and Entertainment
Education
Research and Development
Healthcare
Financial Services
Manufacturing
Telecommunications
Professional Services
Biotechnology
Publishing
Relevant Teams
Legal
Compliance
Intellectual Property
Information Technology
Software Development
Content Management
Business Development
Risk Management
Operations
Research and Development
Product Management
Procurement
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Chief Technology Officer
Software Development Manager
Content Manager
Risk Management Officer
Compliance Officer
Chief Legal Officer
Technology Transfer Officer
Product Manager
Operations Director
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