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Perpetual License Agreement Template for Singapore

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Key Requirements PROMPT example:

Perpetual License Agreement

"I need a Perpetual License Agreement under Singapore law for licensing our proprietary software to a multinational manufacturer, with specific provisions for source code protection and multi-site deployment across Asia Pacific."

Document background
The Perpetual License Agreement serves as a crucial document for businesses seeking to grant or receive permanent rights to use intellectual property without transferring ownership. This agreement type is particularly relevant in Singapore's sophisticated IP landscape, where protection of intellectual property rights is robust and well-regulated. The document typically includes comprehensive terms covering usage rights, territorial restrictions, quality control measures, and compliance with Singapore's regulatory framework. It's commonly used for software licenses, technology transfers, and other IP-intensive transactions where permanent usage rights are desired.
Suggested Sections

1. Parties: Identification of licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement and brief description of the licensed property

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and nature of the perpetual license, including permitted uses

5. License Fee: Payment terms and conditions

6. IP Rights and Ownership: Clarification of IP ownership and protection measures

7. Warranties and Representations: Statements of assurance from both parties

8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction

Optional Sections

1. Support and Maintenance: Terms for ongoing support services - include when software or technical products are being licensed

2. Source Code Escrow: Provisions for source code protection - include for software licenses where source code protection is required

3. Export Controls: Compliance with export regulations - include when licensed property may be subject to export restrictions

4. Data Protection: PDPA compliance provisions - include when personal data processing is involved

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property

2. Schedule 2 - License Fee Schedule: Detailed breakdown of payment terms and conditions

3. Schedule 3 - Technical Specifications: Technical details of the licensed property - include for technical products

4. Schedule 4 - Service Level Agreement: Support and maintenance terms - include when ongoing support is provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions























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Industries

Copyright Act (Cap. 63): Primary legislation governing copyright protection in Singapore, essential for software licensing and intellectual property rights

Patents Act (Cap. 221): Legislation governing patent rights and protection in Singapore, relevant if the licensed product contains patented technology

Trade Marks Act (Cap. 332): Controls the protection of trademarks and related rights, important for brand protection in licensing agreements

Registered Designs Act (Cap. 266): Protects industrial designs and aesthetic aspects of products that might be part of the license

Electronic Transactions Act (Cap. 88): Governs electronic contracts and digital signatures, relevant for online license agreements

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts, ensuring balance and fairness in license agreements

Consumer Protection (Fair Trading) Act: Protects consumer interests in commercial transactions, applicable if licensing to individual consumers

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, relevant if the licensed product processes personal information

Competition Act (Cap. 50B): Prevents anti-competitive practices, ensuring license terms don't violate competition laws

TRIPS Agreement: International treaty setting minimum standards for IP protection, affecting cross-border licensing

Common Law Principles: Singapore's contract law is based on common law principles, governing contract formation, interpretation, and enforcement

Supply of Goods Act: Regulates the supply of goods, including implied terms about quality and fitness for purpose

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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