The Perpetual Irrevocable License agreement is designed for situations where permanent, non-revocable rights to use intellectual property are required under Philippine law. This document is particularly crucial for businesses seeking to establish long-term, stable licensing arrangements in the Philippines, whether for software, technology, trademarks, or other intellectual property assets. It must comply with the Philippine Intellectual Property Code and related regulations while addressing specific requirements for perpetual licenses under Philippine contract law. The agreement includes comprehensive provisions for IP protection, usage rights, quality control, and dispute resolution, tailored to meet both local legal requirements and international business standards. This document type is commonly used in technology transfers, software licensing, manufacturing agreements, and other commercial arrangements where the licensee requires assured, permanent access to the licensed intellectual property.
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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, and parties' intentions
3. Definitions: Detailed definitions of terms used throughout the agreement, including 'Licensed Property', 'Intellectual Property Rights', and 'Territory'
4. Grant of License: Express grant of perpetual, irrevocable license, including scope, territory, and confirmation of perpetual nature
5. License Fee: One-time payment terms or recurring fees, if any, for the perpetual license
6. Licensee's Rights and Obligations: Detailed description of permitted uses, restrictions, and obligations of the Licensee
7. Protection of Intellectual Property: Provisions for protecting the licensed IP, including marking requirements and infringement procedures
8. Representations and Warranties: Licensor's warranties regarding ownership, right to license, and non-infringement
9. Indemnification: Mutual indemnification provisions for breach of warranties and third-party claims
10. Confidentiality: Protection of confidential information exchanged during the license relationship
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Quality Control: Required for trademark licenses to maintain quality standards of branded products/services
2. Source Code Escrow: For software licenses, providing security through third-party source code escrow
3. Sublicensing Rights: If Licensee is permitted to sublicense the licensed property to third parties
4. Performance Requirements: Minimum performance or usage requirements to maintain license rights
5. Export Control: For international usage, addressing export control regulations
6. Support and Maintenance: Terms for ongoing technical support or maintenance if provided
7. Change of Control: Provisions addressing changes in ownership of either party
8. Insurance: Required insurance coverage for high-risk licensed properties
1. Schedule A - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule B - Technical Specifications: Technical details, specifications, or standards for the licensed property
3. Schedule C - License Fee Structure: Detailed breakdown of license fees, payment terms, and any recurring charges
4. Schedule D - Territory Definition: Specific geographical areas or markets where license rights are granted
5. Schedule E - Quality Control Standards: Detailed quality requirements and inspection procedures if applicable
6. Appendix 1 - Approved Use Cases: Specific approved uses and implementations of the licensed property
7. Appendix 2 - Required Notices: Required copyright, patent, or trademark notices and marking requirements
Relevant legal definitions
Clauses
Relevant Industries
Technology & Software
Manufacturing
Pharmaceuticals
Media & Entertainment
Telecommunications
Biotechnology
Industrial Design
Research & Development
Consumer Goods
Financial Services
Healthcare
Education
Relevant Teams
Legal
Intellectual Property
Research & Development
Information Technology
Compliance
Business Development
Finance
Operations
Risk Management
Corporate Strategy
Relevant Roles
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Contract Manager
Chief Technology Officer
Head of Research & Development
Business Development Director
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Technology Transfer Officer
Commercial Director
General Counsel
IP Portfolio Manager
Legal Operations Manager
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