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Under Licence Agreements are essential legal instruments in the Philippine business landscape, used when one party wishes to grant another the right to use their intellectual property, technology, or proprietary rights while maintaining ownership. These agreements must comply with the Philippine Intellectual Property Code and related regulations, including the Technology Transfer Act and Competition Act. They are particularly crucial in scenarios involving technology transfer, franchise operations, software licensing, or manufacturing rights. The document structure accommodates both domestic and international licensing arrangements, incorporating necessary safeguards for IP protection, quality control, and regulatory compliance. An Under Licence Agreement typically includes detailed provisions for scope of use, territorial restrictions, payment terms, quality standards, and dispute resolution mechanisms, all tailored to meet Philippine legal requirements.

1. Parties: Identification of the Licensor and Licensee with complete legal names and addresses

2. Background: Context of the agreement, including brief description of the intellectual property being licensed

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive

5. Term and Termination: Duration of the license and circumstances under which it can be terminated

6. License Fees and Payment Terms: Financial terms including royalties, payment schedule, and calculation methods

7. Intellectual Property Rights: Confirmation of ownership and protection of licensed IP

8. Obligations of the Licensor: Licensor's responsibilities including maintaining IP rights and providing technical support

9. Obligations of the Licensee: Licensee's responsibilities including quality control and reporting requirements

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

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

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

13. Indemnification: Provisions for compensation in case of losses or claims

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

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