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Intellectual Property Licence
"Need an Intellectual Property Licence agreement governed by Singapore law to license our proprietary software technology to a manufacturing company in Malaysia, with exclusive territorial rights and quarterly royalty payments based on sales."
1. Parties: Identifies and defines the licensor and licensee
2. Background: Context of the agreement and ownership of the IP
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. License Fee and Payment Terms: Financial terms including royalties and payment schedule
6. Term and Termination: Duration of license and termination conditions
7. IP Protection and Enforcement: Rights and obligations regarding IP protection
8. Confidentiality: Obligations regarding confidential information
9. Warranties and Representations: Assurances regarding IP ownership and right to license
10. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction
1. Improvements: Rights and obligations regarding improvements or modifications to the licensed IP
2. Sub-licensing Rights: Terms and conditions for sub-licensing to third parties
3. Territory Restrictions: Geographical limitations on the use of the license
4. Quality Control: Quality standards and monitoring requirements
5. Technical Support: Terms for technical assistance and support
6. Source Code Escrow: Provisions for source code escrow arrangements (for software licenses)
1. Schedule 1: Licensed IP: Detailed description and specification of the intellectual property being licensed
2. Schedule 2: License Fees: Detailed breakdown of fees, royalties, and payment terms
3. Schedule 3: Technical Specifications: Technical details and specifications of the licensed IP
4. Schedule 4: Quality Standards: Required quality standards and specifications for use of the IP
5. Schedule 5: Approved Sub-licensees: List of approved sub-licensees (if applicable)
Authors
Background IP
Commencement Date
Confidential Information
Documentation
Effective Date
Foreground IP
Improvements
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Territory
License Fee
Licensee
Licensor
Net Sales
Patents
Permitted Purpose
Royalties
Subsidiary
Technical Information
Term
Third Party
Trade Marks
Working Day
Acceptance Tests
Affiliate
Authorised Users
Commercial Release
Derivatives
Field of Use
Implementation Period
Maintenance Services
Minimum Performance Requirements
Quality Standards
Related Companies
Sub-licensee
Support Services
Technical Specifications
Training Materials
Scope of License
Term and Duration
License Fees and Royalties
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties
Quality Control
Record Keeping
Audit Rights
Protection and Enforcement
Indemnification
Termination
Assignment
Force Majeure
Governing Law
Dispute Resolution
Sub-licensing Rights
Territory Restrictions
Field of Use Restrictions
Improvements
Technical Support
Training
Marketing and Promotion
First Right of Refusal
Non-Competition
Source Code Escrow
Export Control
Insurance
Change of Control
Performance Requirements
Regulatory Compliance
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