��������Ƶ

This Exclusive Perpetual License agreement template is designed for use in the Philippine jurisdiction when a party wishes to grant permanent, exclusive rights to their intellectual property. The document is particularly suited for significant technology transfers, brand licensing, or other IP commercialization arrangements where the licensee requires long-term security and market exclusivity. It incorporates specific requirements under Philippine law, including compliance with the Intellectual Property Code, Technology Transfer Act, and Competition Act. The agreement includes essential provisions for quality control, enforcement mechanisms, and regulatory compliance, making it suitable for both domestic and international licensing arrangements. This template should be used when the parties intend to create a lasting, exclusive relationship regarding the licensed IP, with careful attention to Philippine regulatory requirements for registration and technology transfer.

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

2. Background: Context of the agreement, ownership confirmation of the intellectual property, and general purpose of the license

3. Definitions: Key terms used throughout the agreement, including detailed definition of the licensed property and territory

4. Grant of License: Explicit grant of exclusive, perpetual license including scope, territory, and field of use

5. License Fee and Payment Terms: Details of license fees, payment schedule, and any ongoing royalties or maintenance fees

6. Representations and Warranties: Warranties regarding IP ownership, right to license, non-infringement, and other standard warranties

7. Quality Control: Standards for use of the licensed property and licensor's right to monitor and enforce quality

8. Protection and Enforcement: Rights and obligations regarding IP protection, enforcement against infringers, and cooperation in legal proceedings

9. Confidentiality: Obligations regarding confidential information exchanged during the license relationship

10. Term and Termination: Confirmation of perpetual nature and any limited termination rights for breach

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability