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Perpetual Irrevocable License
"Need a Perpetual Irrevocable License agreement for licensing our proprietary software algorithm to a manufacturing company in Singapore, with specific quality control requirements and the ability for the licensee to modify the code for their internal use only."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the license and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, and Permitted Use
4. Grant of License: Scope and nature of the perpetual, irrevocable license, including rights granted and restrictions
5. License Terms: Specific rights, restrictions, and obligations of the licensee
6. Warranties and Representations: Representations about ownership, right to license, and non-infringement
7. Indemnification: Obligations to defend and hold harmless against claims
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Sublicensing Rights: Terms and conditions under which the licensee may sublicense the IP to third parties
2. Territory Restrictions: Geographic limitations and restrictions on the use of the license
3. Quality Control: Standards and requirements for using the licensed material
4. Reporting Requirements: Obligations to report on usage and compliance with license terms
5. Audit Rights: Rights of licensor to audit licensee's use of licensed material
1. Schedule 1 - Licensed IP: Detailed description and specification of the licensed intellectual property
2. Schedule 2 - Technical Specifications: Technical details, requirements, and standards for implementation
3. Schedule 3 - Usage Guidelines: Specific rules and guidelines for using the licensed material
4. Schedule 4 - Fee Schedule: Details of any one-time or ongoing fees associated with the license
Authors
Commencement Date
Confidential Information
Effective Date
Intellectual Property Rights
Licensed IP
Licensed Materials
Licensed Products
Licensed Technology
License Fee
License Territory
Licensee
Licensor
Modifications
Parties
Permitted Purpose
Permitted Users
Related Corporations
Royalties
Specifications
Subsidiary
Term
Third Party
Use
Valid Claim
Warranties
Scope of License
License Restrictions
Intellectual Property Rights
Warranties and Representations
Confidentiality
Payment Terms
Quality Control
Modifications and Improvements
Sublicensing Rights
Territory Restrictions
Third Party Rights
Indemnification
Assignment and Transfer
Non-Competition
Maintenance and Support
Regulatory Compliance
Record Keeping
Audit Rights
Force Majeure
Dispute Resolution
Governing Law
Severability
Entire Agreement
Notices
No Partnership
Further Assurance
Survival
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