Commercial License Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Commercial License Agreement serves as a critical legal instrument in Malaysian business transactions, used when one party (licensor) grants another party (licensee) the right to use specific intellectual property, technology, or proprietary assets for commercial purposes. This document is essential for businesses operating in Malaysia who need to formalize licensing arrangements while ensuring compliance with local laws including the Contracts Act 1950, relevant IP legislation, and industry-specific regulations. The agreement typically includes detailed provisions on usage rights, territorial restrictions, payment terms, quality control measures, and termination conditions, while incorporating necessary protections and obligations for both parties under Malaysian law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Clauses
Relevant Industries

Technology

Software Development

Manufacturing

Retail

Healthcare

Telecommunications

Entertainment

Media

Pharmaceuticals

Biotechnology

Consumer Goods

Industrial Equipment

Automotive

Education

Relevant Teams

Legal

Commercial

Business Development

Intellectual Property

Operations

Compliance

Risk Management

Sales

Product Development

Technology Transfer

Relevant Roles

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

Industries
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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