Licensing Agent Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes and regulates the relationship between a principal (licensor) and their appointed licensing agent. The document outlines the agent's authority to represent the principal in licensing matters within specified territories, including rights to negotiate and manage licensing arrangements, commission structures, performance expectations, and compliance requirements under Malaysian jurisdiction. It incorporates relevant provisions from Malaysian commercial law, particularly the Contracts Act 1950 and Agency Law Act 1950, while addressing intellectual property protection and territorial rights.

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What is a Licensing Agent Agreement?

A Licensing Agent Agreement is essential for businesses seeking to expand their licensing operations in Malaysia and surrounding territories through appointed representatives. This document type is commonly used when a company (licensor) wants to delegate the authority to negotiate and manage licensing arrangements to a local agent who understands the market and has established networks. The agreement, governed by Malaysian law, needs to comply with local commercial regulations while protecting the licensor's interests. It typically includes detailed provisions about the scope of authority, territorial rights, commission structures, performance metrics, and compliance requirements. The document is particularly important given Malaysia's strategic position in Southeast Asia and its robust legal framework for commercial agreements.

What sections should be included in a Licensing Agent Agreement?

1. Parties: Identification of the Licensor and Licensing Agent with full legal names and addresses

2. Background: Context of the agreement, nature of the licensor's business and products/services to be licensed

3. Definitions: Key terms used throughout the agreement including Licensed Products, Territory, Intellectual Property Rights

4. Appointment and Scope: Terms of agent appointment, territory coverage, and nature of the agency relationship

5. Grant of Rights: Specific rights granted to the agent, including any limitations

6. Agent's Obligations: Detailed responsibilities including promotion, reporting, compliance with laws

7. Principal's Obligations: Support, materials, and information to be provided by the licensor

8. Commission and Payment Terms: Commission structure, payment terms, currency, and payment methods

9. Intellectual Property Rights: Protection and usage of licensor's IP, including trademarks and copyrights

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination provisions

12. Post-Termination Obligations: Obligations and restrictions after agreement ends

13. General Provisions: Standard clauses including notices, assignment, force majeure, and governing law

What sections are optional to include in a Licensing Agent Agreement?

1. Exclusivity: Used when agent is granted exclusive rights in the territory

2. Sub-Agents: Include when agent is permitted to appoint sub-agents

3. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required

4. Training and Support: Detailed provisions for when extensive training or support is required

5. Marketing and Promotion: Specific marketing obligations and requirements

6. Compliance Requirements: Industry-specific compliance or regulatory requirements

7. Insurance: Specific insurance requirements for high-value or regulated products

8. Data Protection: Detailed data protection provisions if personal data processing is involved

What schedules should be included in a Licensing Agent Agreement?

1. Schedule 1 - Licensed Products: Detailed list and specifications of products/services covered by the agreement

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Commission Structure: Detailed commission rates, calculation methods, and examples

4. Schedule 4 - Reporting Requirements: Forms, templates, and timing for required reports

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for proper use of licensor's trademarks

6. Schedule 6 - Performance Targets: Specific sales targets or other performance metrics if applicable

7. Appendix A - Approved Marketing Materials: Templates or examples of approved marketing materials

8. Appendix B - Standard Operating Procedures: Detailed procedures for order processing, customer service, etc.

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use

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