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Intellectual Property Licence
"Need an Intellectual Property Licence agreement governed by Singapore law to license our proprietary software technology to a manufacturing company in Malaysia, with exclusive territorial rights and quarterly royalty payments based on sales."
1. Parties: Identifies and defines the licensor and licensee
2. Background: Context of the agreement and ownership of the IP
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. License Fee and Payment Terms: Financial terms including royalties and payment schedule
6. Term and Termination: Duration of license and termination conditions
7. IP Protection and Enforcement: Rights and obligations regarding IP protection
8. Confidentiality: Obligations regarding confidential information
9. Warranties and Representations: Assurances regarding IP ownership and right to license
10. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction
1. Improvements: Rights and obligations regarding improvements or modifications to the licensed IP
2. Sub-licensing Rights: Terms and conditions for sub-licensing to third parties
3. Territory Restrictions: Geographical limitations on the use of the license
4. Quality Control: Quality standards and monitoring requirements
5. Technical Support: Terms for technical assistance and support
6. Source Code Escrow: Provisions for source code escrow arrangements (for software licenses)
1. Schedule 1: Licensed IP: Detailed description and specification of the intellectual property being licensed
2. Schedule 2: License Fees: Detailed breakdown of fees, royalties, and payment terms
3. Schedule 3: Technical Specifications: Technical details and specifications of the licensed IP
4. Schedule 4: Quality Standards: Required quality standards and specifications for use of the IP
5. Schedule 5: Approved Sub-licensees: List of approved sub-licensees (if applicable)
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