The Exclusive Perpetual License agreement is a crucial document used when a rights holder wishes to grant permanent and exclusive rights to their intellectual property or proprietary assets while retaining underlying ownership. This type of agreement is particularly important in Malaysian commercial practice where long-term exclusive commercial relationships need to be established with proper legal protection. The document provides comprehensive coverage of perpetual rights transfer, quality control, commercial terms, and compliance with Malaysian regulatory requirements. It should be used when the parties intend to create a permanent exclusive licensing arrangement that can only be terminated in cases of material breach. The agreement includes detailed provisions for protecting both parties' interests, ensuring compliance with Malaysian competition laws, and establishing clear operational frameworks for the ongoing relationship.

1. Parties: Identification of the licensor and licensee with full legal names and registered addresses

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Grant of License: Explicit grant of exclusive, perpetual rights including scope and territory

5. License Fee and Payment Terms: Financial terms including initial fees, royalties if applicable, and payment mechanisms

6. Licensee Obligations: Core obligations of the licensee including quality standards and usage requirements

7. Licensor Obligations: Core obligations of the licensor including support and maintenance commitments

8. Intellectual Property Rights: Confirmation of ownership, protection of IPR, and handling of improvements

9. Quality Control: Standards, inspection rights, and quality assurance processes

10. Confidentiality: Protection of confidential information exchanged under the agreement

11. Warranties and Representations: Standard warranties regarding ownership, authority to license, and non-infringement

12. Indemnification: Mutual indemnification obligations for breaches and third-party claims

13. Termination for Breach: Limited termination rights for material breach, given perpetual nature

14. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement