This Non-Exclusive Perpetual License agreement template is specifically designed for use in Malaysia, providing a comprehensive framework for licensing arrangements that grant ongoing, non-exclusive rights to intellectual property, technology, or other assets. It is particularly useful when the licensor wishes to maintain ownership while allowing multiple licensees to use the licensed property indefinitely. The document incorporates requirements under Malaysian law, including the Contracts Act 1950, relevant intellectual property legislation, and competition law considerations. It includes provisions for protecting intellectual property rights, defining usage terms, establishing payment structures, and ensuring compliance with local regulations. This template is suitable for various commercial licensing scenarios, from software and technology licensing to content distribution and manufacturing rights.
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1. Parties: Identification of the Licensor and Licensee with full legal names and addresses
2. Background: Context of the agreement, description of the licensed property, and parties' authority to enter into the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Explicit grant of non-exclusive, perpetual license rights and scope of permitted use
5. License Fee: Payment terms, including initial fees and any ongoing royalties or maintenance fees
6. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights
7. Licensee Obligations: Responsibilities and restrictions on the Licensee's use of the licensed property
8. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement
9. Indemnification: Mutual indemnification obligations for breaches and third-party claims
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Quality Control: Required when licensing trademarks or brands requiring quality standards maintenance
2. Support and Maintenance: Include when ongoing technical support or maintenance is part of the agreement
3. Sublicensing Rights: Include if Licensee is permitted to sublicense the rights to third parties
4. Export Control: Required when licensed property may be subject to export regulations
5. Source Code Escrow: Include for software licenses where source code access may be needed
6. Performance Requirements: Include when minimum usage or performance standards are required
7. Audit Rights: Include when Licensor needs right to audit Licensee's use or payments
8. Territory Restrictions: Include when license is limited to specific geographic regions
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Specifications: Technical details and specifications of the licensed property
4. Schedule 4 - Approved Use Cases: Specific approved uses and applications of the licensed property
5. Schedule 5 - Support Services: Details of any support or maintenance services provided
6. Appendix A - Form of Reports: Templates for any required reporting by Licensee
7. Appendix B - Quality Standards: Detailed quality control requirements if applicable
Relevant legal definitions
Agreement
Confidential Information
Commencement Date
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Property
Licensed Technology
Licensed Use
Licensee
Licensor
Maintenance Fee
Malaysian Ringgit
Notice
Patent Rights
Permitted Purpose
Related Corporation
Royalty
Service Level Requirements
Specifications
Support Services
Technical Information
Territory
Third Party
Trade Secrets
Trademarks
Updates
Working Day
Confidential Information
Commencement Date
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Property
Licensed Technology
Licensed Use
Licensee
Licensor
Maintenance Fee
Malaysian Ringgit
Notice
Patent Rights
Permitted Purpose
Related Corporation
Royalty
Service Level Requirements
Specifications
Support Services
Technical Information
Territory
Third Party
Trade Secrets
Trademarks
Updates
Working Day
Clauses
Definitions
Grant of License
License Scope
Payment Terms
Intellectual Property Rights
Confidentiality
Representations and Warranties
Indemnification
Limitation of Liability
Quality Control
Technical Support
Reporting Requirements
Record Keeping
Audit Rights
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Non-Competition
Compliance with Laws
Data Protection
Export Control
Anti-Corruption
Grant of License
License Scope
Payment Terms
Intellectual Property Rights
Confidentiality
Representations and Warranties
Indemnification
Limitation of Liability
Quality Control
Technical Support
Reporting Requirements
Record Keeping
Audit Rights
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Non-Competition
Compliance with Laws
Data Protection
Export Control
Anti-Corruption
Relevant Industries
Technology
Software Development
Manufacturing
Media and Entertainment
Healthcare
Education
Research and Development
Telecommunications
Automotive
Consumer Goods
Biotechnology
Industrial Design
Publishing
Relevant Teams
Legal
Intellectual Property
Business Development
Research and Development
Product Development
Commercial
Compliance
Technology
Innovation
Operations
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Contract Manager
Business Development Manager
Chief Technology Officer
Chief Legal Officer
IP Rights Administrator
Commercial Director
Technology Transfer Officer
Research Director
Product Manager
Innovation Manager
Compliance Officer
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