The Out Licensing Agreement serves as a crucial legal instrument for companies and individuals looking to monetize their intellectual property assets in the Philippines while maintaining control over their usage. This document is essential when an IP owner (licensor) wishes to grant specific rights to another party (licensee) while retaining ownership of the intellectual property. The agreement must comply with Philippine legislation, particularly the Intellectual Property Code and Technology Transfer Act, and includes detailed provisions on license scope, territory, royalties, quality control, and protection mechanisms. It's commonly used in various commercial scenarios, from technology transfer to brand licensing, and requires careful consideration of local regulatory requirements, especially when involving foreign entities or government-funded innovations. The agreement's structure ensures proper protection of IP rights while facilitating commercial exploitation in accordance with Philippine law.
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1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and company registration details
2. Background: Context of the agreement, brief description of the intellectual property being licensed, and the parties' objectives
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms, territory, and field of use
4. Grant of License: Scope of the license, including territory, exclusivity, and field of use restrictions
5. License Fees and Royalties: Financial terms including upfront payments, ongoing royalties, minimum royalties, and payment terms
6. Protection of Intellectual Property: Provisions for maintaining and protecting the licensed IP, including registration and enforcement
7. Quality Control: Standards and requirements for the use of the licensed IP, including approval processes and monitoring
8. Representations and Warranties: Statements regarding IP ownership, right to license, and other essential guarantees
9. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
10. Post-Termination Obligations: Obligations and rights of parties after agreement termination
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
1. Improvements: Provisions regarding ownership and licensing of improvements to the licensed IP, used when ongoing development is expected
2. Sub-licensing Rights: Terms for sub-licensing, included when the licensee is permitted to grant sub-licenses
3. Technical Support: Details of technical assistance provided by licensor, included when technical support is part of the arrangement
4. Export Controls: Export restriction provisions, necessary when dealing with regulated technologies or international licensing
5. Competition Law Compliance: Specific provisions ensuring compliance with Philippine competition laws, important for exclusive licensing arrangements
6. Insurance: Insurance requirements, included when specific coverage is needed for high-risk products or services
7. Government Approvals: Requirements for government notifications or approvals, needed for regulated industries or technology transfer to foreign entities
1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers and status
2. Schedule B - Technical Specifications: Technical details and standards for the licensed technology or products
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties, including examples and reporting templates
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule F - Territory Definition: Detailed description of licensed territory including any excluded regions
7. Appendix 1 - Reporting Templates: Standard forms for royalty reporting and other required reports
8. Appendix 2 - Approval Procedures: Procedures for obtaining licensor approval for various activities
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Pharmaceuticals and Healthcare
Manufacturing
Consumer Goods
Media and Entertainment
Telecommunications
Biotechnology
Research and Development
Education and Training
Fashion and Retail
Relevant Teams
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Compliance
Finance
Technology Transfer
Innovation
Product Development
Relevant Roles
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Business Development Director
Technology Transfer Officer
Commercial Director
IP Portfolio Manager
General Counsel
Contracts Manager
Chief Technology Officer
Research and Development Director
Chief Executive Officer
Compliance Officer
Innovation Manager
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