License Transfer Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The License Transfer Agreement is a crucial document used when an existing licensee needs to transfer their license rights and obligations to another party under Malaysian law. This type of agreement is commonly required during corporate restructuring, mergers and acquisitions, or when a business needs to divest certain licensed rights. The document ensures compliance with Malaysian legal requirements, including the Contracts Act 1950 and relevant intellectual property legislation, while protecting the interests of all parties involved. It typically includes detailed provisions about the transfer scope, financial arrangements, regulatory compliance, warranties, and operational transition requirements. The License Transfer Agreement is particularly important in regulated industries where formal documentation and regulatory approvals are necessary for any change in license ownership or control.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Healthcare

Telecommunications

Media and Entertainment

Software Development

Biotechnology

Consumer Goods

Industrial Equipment

Research and Development

Energy

Relevant Teams

Legal

Intellectual Property

Commercial

Finance

Compliance

Operations

Risk Management

Business Development

Technology

Strategy

Relevant Roles

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

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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