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The Commercial Licensing Agreement is an essential document used when one party (licensor) wishes to grant another party (licensee) the right to use specific intellectual property rights while retaining ownership. This agreement is particularly relevant in the Philippine business context, where increasing technological advancement and international trade have made IP licensing a crucial aspect of commercial transactions. The document must comply with Philippine legislation, including the Intellectual Property Code (RA 8293), Technology Transfer Act (RA 10055), and relevant provisions of the Civil Code. A Commercial Licensing Agreement typically includes detailed provisions on license scope, territory, royalty calculations, quality control measures, and compliance requirements specific to Philippine law. It's commonly used for software licensing, technology transfer, trademark licensing, and other commercial IP arrangements, providing a framework for both domestic and international licensing transactions while protecting the interests of all parties involved.

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, including brief description of the licensed property and parties' authority to enter into the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Property', 'Territory', 'Term', and 'Royalties'

4. Grant of License: Scope of the license, including whether exclusive or non-exclusive, territory, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Royalties and Payment Terms: Financial terms including royalty rates, payment schedules, and calculation methods

7. Licensor's Obligations: Responsibilities of the licensor including maintenance of IP rights and technical support

8. Licensee's Obligations: Responsibilities of the licensee including quality control, reporting, and proper use of licensed property

9. Intellectual Property Protection: Provisions for protecting the licensed IP, including handling infringement and maintaining registrations

10. Quality Control: Standards and procedures for maintaining quality of licensed products or services

11. Records and Audit Rights: Requirements for record-keeping and licensor's right to audit

12. Confidentiality: Protection of confidential information exchanged during the agreement

13. Termination: Grounds for termination, notice requirements, and consequences of termination

14. Post-Termination Obligations: Obligations surviving termination and wind-down procedures

15. General Provisions: Standard clauses including governing law, dispute resolution, and force majeure