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This document serves as a crucial legal instrument for granting permanent usage rights under Philippine law. The Perpetual Use License is specifically designed for situations where a permanent, non-revocable license is required for software, content, or other intellectual property. It is commonly used in software distribution, content licensing, and technology transfer scenarios where the licensee needs assured long-term access to the licensed material. The agreement must comply with the Intellectual Property Code of the Philippines (Republic Act No. 8293) and the E-commerce Act (Republic Act No. 8792), making it suitable for both digital and traditional licensing arrangements. It includes essential provisions for protecting the licensor's IP rights while ensuring the licensee's perpetual usage rights are properly secured.

1. Parties: Identification of the Licensor and Licensee with complete legal details as required under Philippine law

2. Background: Context of the agreement and brief description of the licensed material/software

3. Definitions: Key terms used throughout the agreement, including specific technical and legal terminology

4. Grant of License: Detailed description of the perpetual license rights being granted, including scope and territory

5. License Fee: One-time payment terms and any ongoing maintenance fees if applicable

6. Intellectual Property Rights: Confirmation of ownership and IP rights, including provisions compliant with the IP Code of the Philippines

7. Use Restrictions: Limitations on use, copying, modification, and distribution of the licensed material

8. Licensee Obligations: Specific responsibilities and obligations of the Licensee

9. Warranties and Representations: Warranties provided by both parties, including compliance with Philippine laws

10. Limitation of Liability: Limits on liability and indemnification provisions

11. Term and Termination: Perpetual nature of the license and circumstances under which it may be terminated

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

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments