Product Royalty Agreement for Malaysia

Product Royalty Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions under which one party (licensor) grants another party (licensee) the right to manufacture, sell, or distribute products in exchange for royalty payments. The agreement incorporates Malaysian intellectual property laws, tax regulations, and commercial requirements, including provisions for quality control, reporting obligations, and compliance with local regulations. It sets out detailed mechanisms for calculating and paying royalties, maintaining records, and protecting both parties' interests under Malaysian jurisdiction.

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What is a Product Royalty Agreement?

The Product Royalty Agreement serves as a critical commercial instrument in Malaysian business transactions where intellectual property commercialization is involved. This document is essential when a product owner wishes to monetize their intellectual property by allowing others to manufacture, sell, or distribute their products while maintaining control over quality and brand reputation. It establishes the commercial framework for royalty calculations, payment terms, and operational requirements while ensuring compliance with Malaysian laws, including the Contracts Act 1950, Income Tax Act 1967, and relevant intellectual property legislation. The agreement is particularly important in industries where product licensing is common, such as manufacturing, technology, and consumer goods, and provides necessary protections for both the licensor's intellectual property rights and the licensee's commercial interests.

What sections should be included in a Product Royalty Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including ownership of rights and business relationship

3. Definitions: Defined terms used throughout the agreement, including Product, Territory, Royalty Rate, etc.

4. Grant of Rights: Scope of rights granted, including any territorial or field-of-use limitations

5. Royalty Payments: Calculation method, payment terms, currency, and payment frequency

6. Records and Audit Rights: Requirements for maintaining sales records and licensor's audit rights

7. Quality Control: Standards for product quality and licensor's inspection rights

8. Intellectual Property Rights: Ownership and protection of IP rights related to the product

9. Term and Termination: Duration of agreement and grounds for termination

10. Confidentiality: Protection of confidential information exchanged

11. Representations and Warranties: Standard commercial warranties and representations

12. Indemnification: Mutual indemnification obligations

13. General Provisions: Standard boilerplate clauses including notices, assignment, governing law

What sections are optional to include in a Product Royalty Agreement?

1. Product Development: Include when the product requires further development or modifications

2. Minimum Performance Requirements: Include when there are minimum sales or revenue targets

3. Marketing and Promotion: Include when the licensee has specific marketing obligations

4. Currency and Exchange Rates: Include for international agreements with currency conversion provisions

5. Sub-licensing Rights: Include if sub-licensing is permitted

6. Export Controls: Include for products subject to export regulations

7. Technical Support: Include if the licensor provides technical support or training

8. Insurance Requirements: Include when specific insurance coverage is required

What schedules should be included in a Product Royalty Agreement?

1. Schedule 1 - Products: Detailed description of licensed products and technical specifications

2. Schedule 2 - Royalty Rates: Detailed breakdown of royalty rates, including any volume-based tiers

3. Schedule 3 - Quality Standards: Detailed quality requirements and testing procedures

4. Schedule 4 - Reporting Format: Template for sales reports and royalty calculations

5. Schedule 5 - Territory: Detailed description of authorized sales territory

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of licensor's trademarks

7. Appendix A - Initial Product Approval: Initial product samples or specifications approved by licensor

8. Appendix B - Authorized Manufacturing Facilities: List of approved manufacturing locations

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 | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Relevant Industries

Manufacturing

Technology

Consumer Goods

Pharmaceuticals

Electronics

Automotive

Fashion and Apparel

Food and Beverage

Software and Digital Products

Entertainment and Media

Relevant Teams

Legal

Finance

Commercial

Business Development

Product Development

Compliance

Quality Assurance

Intellectual Property

Operations

Sales

Relevant Roles

Legal Counsel

Commercial Director

Chief Financial Officer

Intellectual Property Manager

Licensing Manager

Business Development Manager

Product Manager

Finance Director

Compliance Officer

Contract Administrator

Commercial Operations Manager

Chief Executive Officer

Quality Assurance Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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