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The Non-Exclusive Royalty License agreement is essential for businesses seeking to monetize their intellectual property while maintaining control over their rights in the Philippines. This document is typically used when an IP owner wishes to generate revenue through licensing while preserving the flexibility to grant similar rights to multiple parties. The agreement must comply with Philippine intellectual property laws, particularly the Intellectual Property Code (RA 8293) and related regulations. It includes crucial provisions for royalty calculations, payment terms, quality control measures, and termination rights. The non-exclusive nature of the license makes it particularly suitable for technologies or intellectual property that can benefit from widespread adoption or where market conditions favor multiple licensees. The document needs to address specific Philippine requirements regarding technology transfer, tax implications for royalty payments, and local registration procedures when applicable.

1. Parties: Identification of the Licensor and Licensee with complete legal names and addresses

2. Background: Context of the agreement, description of the intellectual property being licensed, and parties' authority to enter into the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Rights, Territory, Term, and Royalties

4. Grant of License: Clear statement of the non-exclusive license grant, scope of rights, and permitted uses

5. Term and Territory: Duration of the license agreement and geographical scope of the license

6. Royalties and Payment Terms: Detailed royalty calculation method, payment schedule, currency, and payment mechanisms

7. Records and Audit Rights: Licensee's obligations to maintain records and Licensor's audit rights

8. Quality Control: Standards for use of licensed IP and quality maintenance requirements

9. Representations and Warranties: Parties' representations regarding IP ownership, authority to license, and standard warranties

10. Indemnification: Mutual or one-way indemnification obligations for IP claims and breaches

11. Termination: Termination rights, grounds for termination, and post-termination obligations

12. Confidentiality: Protection of confidential information exchanged during the license relationship

13. Governing Law and Dispute Resolution: Philippine law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures