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Licensing Agreement

Licensing Agreement Template for Philippines

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Key Requirements PROMPT example:

Licensing Agreement

"I need a Licensing Agreement for my software company to license our enterprise management platform to businesses across Southeast Asia, with specific provisions for customization rights and regular software updates starting from January 2025."

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Document background
A Licensing Agreement is a crucial legal instrument used when one party wishes to grant another party the right to use their intellectual property while maintaining ownership. Under Philippine jurisdiction, these agreements must comply with the Intellectual Property Code (RA 8293) and related regulations, including the Technology Transfer Act and competition laws. The document is essential for businesses seeking to monetize their IP assets or access protected technologies, brands, or creative works. It typically includes detailed provisions on usage rights, territorial limitations, quality control requirements, royalty structures, and termination conditions. The agreement should be tailored to address specific requirements of Philippine law, particularly regarding technology transfer, tax implications, and mandatory registrations with relevant government agencies.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including description of the intellectual property and business relationship

3. Definitions: Defined terms used throughout the agreement

4. Grant of License: Specific rights being granted, including scope, territory, and exclusivity

5. Term and Termination: Duration of the license and circumstances for termination

6. License Fees and Royalties: Payment terms, calculation of royalties, and payment schedules

7. Intellectual Property Rights: Ownership and protection of IP rights, including improvements and modifications

8. Quality Control: Standards and requirements for use of the licensed IP

9. Representations and Warranties: Statements of fact and promises by both parties

10. Confidentiality: Protection of confidential information exchanged during the license period

11. Indemnification: Obligations to protect against third-party claims and damages

12. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution mechanisms

13. General Provisions: Standard contractual provisions including notices, amendments, and assignment

Optional Sections

1. Sublicensing Rights: Terms for allowing licensee to grant sublicenses, used when sublicensing is permitted

2. Technology Transfer: Provisions for technical assistance and knowledge transfer, relevant when complex technology is involved

3. Export Control: Compliance with export regulations, needed for international licensing

4. Source Code Escrow: Terms for software source code protection, applicable in software licensing

5. Performance Requirements: Minimum performance or sales targets, used in commercial exploitation licenses

6. Insurance: Insurance requirements, important for high-risk or high-value licenses

7. Competition Compliance: Specific provisions ensuring compliance with competition laws, needed for exclusive licenses

Suggested Schedules

1. Schedule A - Licensed IP: Detailed description of the intellectual property being licensed

2. Schedule B - Technical Specifications: Technical details, standards, and requirements for the licensed IP

3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and fees

4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures

5. Schedule E - Approved Form of Sublicense: Template for sublicense agreements if sublicensing is permitted

6. Schedule F - Territory: Detailed description of geographic territories covered by the license

7. Appendix 1 - Initial Business Plan: Business objectives and implementation timeline

8. Appendix 2 - Reporting Templates: Standard forms for required periodic reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
























































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Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Software Development

Entertainment

Media

Telecommunications

Biotechnology

Consumer Goods

Education

Research and Development

Healthcare

Automotive

Electronics

Fashion and Apparel

Food and Beverage

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Operations

Finance

Compliance

Technology

Innovation

Product Development

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Intellectual Property Counsel

Legal Director

Business Development Manager

Licensing Manager

Research and Development Director

Technology Transfer Officer

Commercial Director

Innovation Manager

Patent Attorney

Corporate Counsel

Operations Manager

Product Development Manager

Compliance Officer

Contract Administrator

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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