Perpetual License Agreement Template for Malaysia

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Key Requirements PROMPT example:

Perpetual License Agreement

"I need a Perpetual License Agreement for our enterprise software solution to be licensed to a Malaysian healthcare provider, including provisions for patient data protection and integration with existing hospital management systems."

Document background
The Perpetual License Agreement is designed for situations where a permanent grant of intellectual property rights is required under Malaysian law. It is commonly used for software licenses, technology transfers, and other intellectual property arrangements where the licensee needs long-term, uninterrupted access to the licensed property. The document addresses key aspects including license scope, technical requirements, support provisions, and compliance with Malaysian regulations such as the Contracts Act 1950 and Copyright Act 1987. It is particularly valuable for businesses seeking to establish a permanent licensing relationship without recurring license renewals, while ensuring proper protection of intellectual property rights and clear delineation of parties' obligations. The agreement includes provisions for termination in case of breach, despite its perpetual nature, and can be customized to include additional requirements such as source code escrow or specific technical support terms.
Suggested Sections

1. Parties: Identification and details of the Licensor and Licensee

2. Background: Context of the agreement and brief description of the licensed property

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the perpetual license, including territory and permitted uses

5. License Fee and Payment: One-time license fee, payment terms, and any ongoing maintenance fees

6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed property

8. Technical Requirements: Minimum technical specifications and requirements for using the licensed property

9. Support and Maintenance: Terms of technical support and maintenance services

10. Warranties and Representations: Warranties provided by both parties regarding the license and licensed property

11. Limitation of Liability: Limitations on liability and exclusions of damages

12. Term and Termination: Duration of the agreement and circumstances for termination despite perpetual nature

13. Confidentiality: Protection of confidential information exchanged under the agreement

14. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Third Party Components: Used when the licensed property includes third-party components or dependencies

2. Security Requirements: Include when specific security measures or compliance requirements are necessary

3. Training and Documentation: Required when the license includes provision of training or documentation materials

4. Export Controls: Include for software or technology subject to export regulations

5. Source Code Escrow: Used when source code is held in escrow for contingency purposes

6. Data Protection: Include when personal data processing is involved in the licensed property

7. Service Level Agreement: Required when specific performance levels are guaranteed for the licensed property

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including version numbers and specifications

2. Schedule 2 - Technical Requirements: Detailed technical specifications and system requirements

3. Schedule 3 - Fee Schedule: Breakdown of license fees and any recurring maintenance fees

4. Schedule 4 - Support Services: Detailed description of support and maintenance services

5. Schedule 5 - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

6. Appendix A - Implementation Plan: Timeline and process for implementing the licensed property

7. Appendix B - Documentation: User manuals and technical documentation

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 legal definitions
Relevant Industries

Information Technology

Software Development

Manufacturing

Financial Services

Healthcare

Education

Telecommunications

Professional Services

Media and Entertainment

Retail and E-commerce

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Software Development

Commercial

Risk Management

Intellectual Property

Operations

Finance

Relevant Roles

Chief Technology Officer

Legal Counsel

Intellectual Property Manager

Software Development Manager

Procurement Manager

IT Director

Compliance Officer

Contract Manager

Business Development Director

Chief Information Officer

Technology Licensing Manager

Commercial Director

Risk Manager

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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