An Inbound License Agreement is essential when a company needs to legally acquire rights to use another party's intellectual property, technology, or assets. This document, governed by Singapore law, establishes the framework for receiving and using licensed materials while ensuring compliance with Singapore's intellectual property regime. The agreement covers crucial elements such as license scope, payment terms, usage restrictions, and protection measures. It's particularly important in Singapore's technology-focused economy, where IP protection and licensing are critical for business operations.
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1. Parties: Identifies and defines the contracting parties (Licensor and Licensee)
2. Background: Contextual information about the license arrangement and purpose
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Specific rights being licensed, including scope, territory, and duration
5. License Fees: Payment terms, amounts, and schedule
6. IP Rights and Ownership: Clarification of IP ownership and protection measures
7. Confidentiality: Protection of confidential information
8. Term and Termination: Duration and termination provisions
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction details
1. Technical Support: Support services provided by licensor - include when the license includes technical support services
2. Source Code Escrow: Terms for source code protection and access - include for software licenses where source code protection is critical
3. Data Protection: PDPA compliance provisions - include when personal data processing is involved
4. Export Controls: Export compliance provisions - include for international licensing arrangements
5. Maintenance and Updates: Terms regarding maintenance services and updates - include when ongoing maintenance is part of the license
1. Schedule 1 - Licensed Materials: Detailed description of licensed IP/materials
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Service Level Agreement: Performance metrics and service standards for any ongoing services
5. Schedule 5 - Support and Maintenance Terms: Detailed provisions for technical support and maintenance services
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