The Product License Agreement serves as the primary legal instrument for companies and individuals seeking to license their products in Singapore's market. This document is essential when a product owner wishes to grant specific usage rights while maintaining ownership of the intellectual property. It encompasses critical elements such as licensing terms, territorial restrictions, royalty payments, and compliance with Singapore's regulatory framework. The agreement is particularly relevant in today's digital economy where software licensing and product distribution require clear legal frameworks to protect both licensors and licensees.
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1. Parties: Identifies and defines the contracting parties - the licensor and licensee
2. Background: Provides context and purpose of the agreement, including brief description of the product being licensed
3. Definitions: Defines key terms used throughout the agreement including Product, License, Intellectual Property Rights, etc.
4. Grant of License: Specifies the scope, nature, and restrictions of the license granted
5. License Fees: Details the payment terms, fee structure, and payment schedule
6. Term and Termination: Specifies duration of the agreement and conditions for termination
7. Intellectual Property Rights: Clarifies ownership of IP rights and protection measures
8. Warranties and Representations: States the warranties provided by both parties and limitations
9. Liability and Indemnification: Outlines liability limitations and indemnification obligations
10. Governing Law: Specifies Singapore law as governing law and jurisdiction
1. Territory Restrictions: Defines geographical limitations of the license when applicable
2. Support Services: Details maintenance and support provisions when included in the agreement
3. Data Protection: PDPA compliance provisions when personal data processing is involved
4. Export Control: Compliance with export control laws when product is subject to export restrictions
5. Source Code Escrow: Terms for source code escrow arrangements when applicable to software products
1. Schedule 1 - Product Specifications: Detailed technical specifications and description of the licensed product
2. Schedule 2 - Fee Schedule: Detailed breakdown of licensing fees, payment terms, and any recurring charges
3. Schedule 3 - Service Level Agreement: Details of support services, performance metrics, and response times if applicable
4. Schedule 4 - Acceptable Use Policy: Terms governing proper use of the licensed product and restrictions
5. Schedule 5 - Implementation Plan: Timeline and milestones for product implementation if applicable
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