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License Transfer Agreement
"I need a License Transfer Agreement for transferring software licensing rights from our Malaysian subsidiary to our parent company in Singapore, including provisions for ongoing technical support and data migration to be completed by March 2025."
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the license transfer, including description of the original license and reason for transfer
3. Definitions: Key terms used throughout the agreement
4. Transfer of License: Core provisions detailing the transfer of rights and obligations under the license
5. Consideration: Financial terms and payment arrangements for the transfer
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Regulatory Compliance: Obligations regarding regulatory approvals and registrations
8. Confidentiality: Provisions for handling confidential information
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction
11. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Detailed IP provisions when the license involves significant IP components
2. Third Party Consents: Required when the original license requires consent for transfer
3. Transition Services: When the transferor needs to provide support during transition
4. Non-Competition: Restrictions on competitive activities, if relevant
5. Tax Provisions: Detailed tax arrangements for complex transfers
6. Security Arrangements: When additional security or guarantees are required
7. Insurance: Specific insurance requirements for high-risk transfers
1. Schedule 1 - Licensed Property: Detailed description of the license being transferred
2. Schedule 2 - Original License Agreement: Copy or key terms of the original license agreement
3. Schedule 3 - Payment Terms: Detailed payment schedule and mechanisms
4. Schedule 4 - Required Consents: List of required third-party and regulatory consents
5. Schedule 5 - Transition Plan: Detailed plan for implementing the transfer
6. Appendix A - Form of Notice: Template for required notices to third parties
7. Appendix B - Regulatory Filings: Copies of or requirements for regulatory submissions
Authors
Business Day
Completion Date
Confidential Information
Consent
Effective Date
Encumbrance
Existing License
Governing Law
Intellectual Property Rights
License Fee
Licensed Property
Licensee
Licensor
Material Adverse Effect
New Licensee
Original License Agreement
Permitted Use
Regulatory Approval
Regulatory Authority
Representatives
Ringgit Malaysia
Stamp Duty
Territory
Transfer Date
Transfer Fee
Transition Period
Warranties
Definitions
Transfer
Consideration
Conditions Precedent
Representations and Warranties
Consent
Assignment
Regulatory Compliance
Confidentiality
Intellectual Property
Indemnification
Force Majeure
Term and Termination
Transition
Payment
Notices
Governing Law
Dispute Resolution
Amendment
Severability
Entire Agreement
Third Party Rights
Waiver
Costs
Further Assurance
Counterparts
Technology
Manufacturing
Pharmaceuticals
Healthcare
Telecommunications
Media and Entertainment
Software Development
Biotechnology
Consumer Goods
Industrial Equipment
Research and Development
Energy
Legal
Intellectual Property
Commercial
Finance
Compliance
Operations
Risk Management
Business Development
Technology
Strategy
Legal Counsel
Licensing Manager
Intellectual Property Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Compliance Officer
Contract Manager
Chief Technology Officer
Chief Financial Officer
Risk Manager
Operations Director
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