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Exclusive Perpetual License
"Need an Exclusive Perpetual License agreement for licensing our proprietary software algorithm to a manufacturing company in Singapore, with specific quality control requirements and quarterly royalty payments starting March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of the intellectual property
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope of the license, exclusivity provisions, and territory
5. Duration: Perpetual nature of the license and any conditions
6. Payment Terms: Financial considerations including royalties or one-time payments
7. Intellectual Property Rights: Ownership and protection of the licensed IP
8. Quality Control: Standards and requirements for use of the licensed IP
9. Governing Law: Singapore law provisions and jurisdiction
1. Improvements: Rights related to improvements or modifications to the licensed IP - use when licensed IP may be subject to technological advancement or improvement
2. Sub-licensing Rights: Terms for sub-licensing if permitted - use when licensee may need to sub-license to third parties
3. Export Controls: Restrictions on international use or transfer - use when licensed IP involves regulated technology or international use
1. Schedule 1: Licensed Intellectual Property: Detailed description of the IP being licensed
2. Schedule 2: Territory: Detailed description of geographical scope
3. Schedule 3: Quality Control Standards: Specific requirements for maintaining quality in use of IP
4. Schedule 4: Payment Schedule: Detailed payment terms and calculations if applicable
Authors
Business Day
Commencement Date
Confidential Information
Effective Date
Encumbrance
Force Majeure Event
Improvements
Intellectual Property Rights
Licensed Intellectual Property
Licensed Products
Licensed Territory
Licensor's Marks
Net Sales
Patents
Permitted Use
Quality Standards
Related Corporation
Royalties
SGD
Specifications
Sub-license
Term
Third Party
Trade Marks
Working Day
Exclusivity
Territory
Duration
Payment and Royalties
Quality Control
IP Ownership
Maintenance and Protection
Sub-licensing
Confidentiality
Warranties and Representations
Indemnification
Record Keeping
Audit Rights
Improvements
Technical Support
Regulatory Compliance
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Counterparts
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