The Use License agreement is essential for businesses and individuals operating in Malaysia who need to formally grant or receive permission to use intellectual property, software, or other proprietary assets. This document is specifically structured to comply with Malaysian law and regulatory requirements, including the Contracts Act 1950, Copyright Act 1987, and other relevant legislation. The Use License typically includes detailed terms regarding the scope of use, payment structures, duration, territorial limitations, and user obligations. It's particularly crucial in technology-driven sectors where intellectual property rights need protection while enabling controlled usage by third parties. The agreement serves as a comprehensive framework for managing the relationship between the licensor and licensee, protecting both parties' interests while ensuring clear guidelines for the licensed property's use.
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1. Parties: Identifies and provides details of the licensor and licensee
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the exact rights being granted and any territorial limitations
5. License Fees and Payment Terms: Details the payment structure, amounts, and payment methods
6. Term and Termination: Specifies the duration of the license and circumstances for termination
7. Use Restrictions: Outlines prohibited uses and limitations on the license
8. Intellectual Property Rights: Confirms ownership and protection of IP rights
9. Warranties and Representations: States the guarantees provided by each party
10. Liability and Indemnification: Addresses risk allocation between parties
11. Confidentiality: Protects sensitive information shared during the license relationship
12. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Data Protection: Required if personal data processing is involved, ensuring PDPA compliance
2. Service Levels: Needed for software or technical licenses that require specific performance standards
3. Technical Support: Include if the license includes support services
4. Updates and Maintenance: Required for software licenses where updates are provided
5. Export Control: Necessary if the licensed product is subject to export regulations
6. Source Code Escrow: For software licenses where source code protection is required
7. Audit Rights: Include for licenses where usage monitoring is important
8. Insurance: Required for high-value or high-risk licenses
1. Schedule 1 - Licensed Property: Detailed description of the licensed property or software
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed product
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and payment terms
4. Schedule 4 - Service Levels: Detailed service level requirements and metrics
5. Schedule 5 - Support Services: Description of support services and response times
6. Schedule 6 - Approved Use Cases: Specific approved uses of the licensed property
7. Appendix A - Contact Details: Key contacts for both parties for various purposes
Relevant legal definitions
Agreement
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Property
License Term
Maintenance Services
Permitted Purpose
Renewal Period
Ringgit Malaysia
Support Services
Territory
Usage Data
User Guidelines
Working Hours
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Property
License Term
Maintenance Services
Permitted Purpose
Renewal Period
Ringgit Malaysia
Support Services
Territory
Usage Data
User Guidelines
Working Hours
Clauses
Grant of License
Payment
Term and Duration
Termination
Use Restrictions
Intellectual Property Rights
Confidentiality
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment
Data Protection
Technical Support
Audit Rights
Export Control
Insurance
Compliance with Laws
Security Requirements
Performance Standards
Reporting
Payment
Term and Duration
Termination
Use Restrictions
Intellectual Property Rights
Confidentiality
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment
Data Protection
Technical Support
Audit Rights
Export Control
Insurance
Compliance with Laws
Security Requirements
Performance Standards
Reporting
Relevant Industries
Technology
Software Development
Media and Entertainment
Manufacturing
Healthcare
Education
Financial Services
Telecommunications
Research and Development
Professional Services
Gaming and Interactive Entertainment
Biotechnology
Retail
Relevant Teams
Legal
Intellectual Property
Business Development
Compliance
Information Technology
Research and Development
Operations
Commercial
Risk Management
Product Development
Software Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Business Development Director
Contract Administrator
Chief Technology Officer
Software Development Manager
Product Manager
Compliance Officer
Risk Manager
Commercial Director
Operations Manager
Chief Legal Officer
IP Rights Specialist
Technology Transfer Officer
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