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Commercial License Agreement
"I need a Commercial License Agreement for licensing our proprietary software to corporate clients in Malaysia, with strong IP protection clauses and quarterly payment terms, planned to commence from March 1, 2025."
1. Parties: Identification of the licensor and licensee with full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the licensed property and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, scope of the license, territory, and whether exclusive or non-exclusive
5. License Fees and Payment Terms: Financial terms, payment schedule, calculation of royalties if applicable
6. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
7. Licensee Obligations: Key responsibilities and requirements of the licensee
8. Licensor Obligations: Key responsibilities and commitments of the licensor
9. Intellectual Property Rights: Ownership declarations and IP protection requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Guarantees provided by both parties regarding their rights and capabilities
12. Limitation of Liability: Limits on parties' liability and exclusions
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Quality Control: Required when licensing involves branded products or services requiring specific quality standards
2. Training and Support: Include when the license includes technical support or training obligations
3. Audit Rights: Important when royalty calculations need verification or compliance monitoring is crucial
4. Sub-licensing Rights: Include when licensee is permitted to sub-license the rights
5. Insurance: Required when licensed activities carry significant liability risks
6. Source Code Escrow: For software licenses where source code protection is needed
7. Data Protection: Required when personal data processing is involved in the licensed activities
8. Export Control: Include for licenses involving international trade or restricted technologies
1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property, products, or technology
2. Schedule 2 - Technical Specifications: Technical requirements, standards, and specifications for the licensed property
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalty calculations, and payment terms
4. Schedule 4 - Service Levels: Performance metrics and service standards if applicable
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Usage Guidelines: Brand guidelines, usage restrictions, and implementation requirements
7. Appendix B - Reporting Templates: Standard forms for required reports and royalty calculations
Authors
Commencement Date
Confidential Information
Documentation
Effective Date
End User
Force Majeure Event
Intellectual Property Rights
License Fee
Licensed Property
Licensed Territory
Licensee
Licensor
Maintenance Services
Patent Rights
Proprietary Information
Quality Standards
Renewal Term
Royalty
Specifications
Support Services
Technical Information
Term
Trademark
Trade Secret
Updates
Usage Rights
Working Day
Grant of License
License Scope
Territory Rights
Payment Terms
Royalties
Term and Duration
Renewal
Termination
Intellectual Property Rights
Usage Rights
Quality Control
Performance Standards
Confidentiality
Non-Disclosure
Warranties
Representations
Indemnification
Limitation of Liability
Force Majeure
Assignment
Sub-Licensing
Audit Rights
Compliance
Record Keeping
Reporting
Technical Support
Maintenance
Training
Notice Requirements
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Entire Agreement
Severability
Waiver
Force Majeure
Counterparts
Technology
Software Development
Manufacturing
Retail
Healthcare
Telecommunications
Entertainment
Media
Pharmaceuticals
Biotechnology
Consumer Goods
Industrial Equipment
Automotive
Education
Legal
Commercial
Business Development
Intellectual Property
Operations
Compliance
Risk Management
Sales
Product Development
Technology Transfer
Legal Counsel
Commercial Director
Licensing Manager
Intellectual Property Manager
Business Development Manager
Contract Administrator
Chief Technology Officer
Chief Executive Officer
Operations Director
Compliance Officer
Risk Manager
Product Manager
Sales Director
Technology Transfer Officer
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